UNITED STATESSECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended June 30, 2020

OR☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from to

Commission File Number 001-36239

CATCHMARK TIMBER TRUST, INC.(Exact name of registrant as specified in its charter)

Maryland 20-3536671(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number)

5 Concourse Parkway, Suite 2650, Atlanta, GA 30328(Address of principal executive offices) (Zip Code)

(855) 858-9794(Registrant’s telephone number, including area code)

N/A

(Former name, former address, and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:Title of each class Trading Symbol Name of exchange on which registered

Class A Common Stock, $0.01 Par Value Per Share CTT New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growthcompany. See definitions of “large accelerated filer,” “accelerated filer," “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☒

Non-accelerated filer ☐ Smaller reporting company ☒

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Number of shares outstanding of the registrant’s common stock, as of July 31, 2020: 48,765,497 shares

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GLOSSARY

The following abbreviations or acronyms may be used in this document and shall have the adjacent meanings setforth below:

AFM American Forestry Management, Inc.ASC Accounting Standards CodificationASU Accounting Standards UpdateCoBank CoBank, ACBCommon Stock Class A common stock, $0.01 par value per share of CatchMark Timber Trust, Inc.Code Internal Revenue Code of 1986, as amendedEBITDA Earnings before Interest, Taxes, Depletion, and AmortizationFASB Financial Accounting Standards BoardFCCR Fixed Charge Coverage RatioFRC Forest Resource Consultants, Inc.GAAP U.S. Generally Accepted Accounting PrinciplesGP Georgia-Pacific WFS LLCHBU Higher and Better UseHLBV Hypothetical Liquidation at Book ValueIP International Paper CompanyLIBOR London Interbank Offered RateLTC Long-Term ContractLTIP Long-Term Incentive PlanLTV Loan-to-ValueMBF Thousand Board FeetMPERS Missouri Department of Transportation & Patrol Retirement SystemNYSE New York Stock ExchangeRabobank Cooperatieve Centrale Raiffeisen-Boerenleenbank, B.A.REIT Real Estate Investment TrustSEC Securities and Exchange CommissionSRP Share Repurchase ProgramTRS Taxable REIT SubsidiaryTSR Total Shareholder ReturnU.S. United StatesVIE Variable Interest EntityWestRock WestRock Company

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FORM 10-Q

CATCHMARK TIMBER TRUST, INC.

TABLE OF CONTENTS

Page No.PART I. FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements (unaudited) 4

Consolidated Balance Sheets as of June 30, 2020 and December 31, 2019 5

Consolidated Statements of Operations for the Three Months and Six Months Ended June 30, 2020 and 2019 6

Consolidated Statements of Comprehensive Loss for the Three Months and Six Months Ended June 30, 2020and 2019 7

Consolidated Statements of Equity for the Three Months and Six Months Ended June 30, 2020 and 2019 8

Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2020 and 2019 10

Condensed Notes to Consolidated Financial Statements 11

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 31

Item 3. Quantitative and Qualitative Disclosures About Market Risk 46

Item 4. Controls and Procedures 47

PART II. OTHER INFORMATION

Item 1. Legal Proceedings 48

Item 1A. Risk Factors 48

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 48

Item 6. Exhibits 50

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this Quarterly Report on Form 10-Q of CatchMark Timber Trust, Inc. and subsidiaries (“CatchMark,” “we,”“our,” or “us”) may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended(the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In addition, CatchMark,or its executive officers on CatchMark's behalf, may from time to time make forward-looking statements in other reports and documentsCatchMark files with the SEC or in connection with written or oral statements made to the press, potential investors, or others. We intend forall such forward-looking statements to be covered by the applicable safe harbor provisions for forward-looking statements contained in theSecurities Act and the Exchange Act. Forward-looking statements can generally be identified by our use of forward-looking terminology such as “may,” “will,” “expect,” “intend,”“anticipate,” “estimate,” “believe,” “continue,” or other similar words. However, the absence of these or similar words or expressions doesnot mean that a statement is not forward-looking. Forward looking statements are not guarantees of performance and are based on certainassumptions, discuss future expectations, describe plans and strategies, contain projections of results of operations or of financial condition orstate other forward-looking information. Forward-looking statements in this report, include, but are not limited to, that we manage ouroperations to generate highly-predictable and stable cash flow from sustainable harvests, opportunistic land sales and asset management feesthat comfortably cover our dividend throughout the business cycle; that we are bolstered by our delivered wood model and fiber supplyagreements, which provide a steady source of demand from reliable counterparties; that we expect an improved harvest mix and biologicalgrowth of our forests; our intent to create additional value through joint ventures; the impact of the novel coronavirus (COVID-19) on ourbusiness and the businesses of our unconsolidated joint ventures; property performance and anticipated growth in our portfolio; expected usesof cash generated from operations, debt financings and debt and equity offerings; expected sources and adequacy of capital resources andliquidity; our anticipated distribution policy; change in depletion rates, merchantable timber book value and standing timber inventoryvolume; anticipated harvest volume and mix of harvest volume; and other factors that may lead to fluctuations in future net income (loss).Forward-looking statements in this report also relate to the Triple T Joint Venture (as defined herein), including the expected benefits of theamended wood supply agreement between the Triple T Joint Venture and GP, including market-based pricing on timber sales, increasedreimbursement for extended haul distances, the ability for the Triple T Joint Venture to sell timber to other third parties, the increased abilityto sell large timberland parcels to third-party buyers, and an extended term with optimized harvest volume obligations to enhance andpreserve long-term asset value.

Forward-looking statements are based on a number of assumptions involving judgments and are subject to risks, uncertainties, and otherfactors that could cause actual results to differ materially from our historical experience and our present expectations. Such risks anduncertainties related to us and the Triple T Joint Venture include those discussed in Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2019 and our subsequent reports filed with the SEC. Accordingly, readers are cautioned not to placeundue reliance on our forward-looking statements, which speak only as of the date that this report is filed with the SEC. We do not intend topublicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except asrequired by law.

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PART I FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The information furnished in the accompanying consolidated balance sheets and related consolidated statements of operations,comprehensive loss, equity, and cash flows reflects all adjustments, consisting solely of normal and recurring adjustments, that are, inmanagement’s opinion, necessary for a fair and consistent presentation of the aforementioned financial statements.

The accompanying consolidated financial statements should be read in conjunction with the condensed notes to our consolidated financialstatements and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in this Quarterly Report onForm 10-Q and with our Annual Report on Form 10-K for the year ended December 31, 2019. Our results of operations for the three monthsand six months ended June 30, 2020 are not necessarily indicative of the operating results expected for the full year.

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CATCHMARK TIMBER TRUST, INC. AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETS (UNAUDITED)

(in thousands, except for per-share amounts)

June 30, 2020 December 31, 2019Assets:

Cash and cash equivalents $ 9,350 $ 11,487 Accounts receivable 6,525 7,998 Prepaid expenses and other assets 6,024 5,459

Operating lease right-of-use asset (Note 7) 2,976 3,120

Deferred financing costs 210 246 Timber assets (Note 3):

Timber and timberlands, net 599,046 633,581

Intangible lease assets 7 9 Investments in unconsolidated joint ventures (Note 4) 4,132 1,965

Total assets $ 628,270 $ 663,865

Liabilities:Accounts payable and accrued expenses $ 6,715 $ 3,580 Operating lease liability (Note 7) 3,118 3,242 Other liabilities 39,666 10,853 Notes payable and lines of credit, net of deferred financing costs (Note 5) 436,967 452,987

Total liabilities 486,466 470,662

Commitments and Contingencies (Note 7) — —

Stockholders’ Equity:Class A Common stock, $0.01 par value; 900,000 shares authorized; 48,771 and 49,008 sharesissued and outstanding as of June 30, 2020 and December 31, 2019, respectively 488 490 Additional paid-in capital 727,409 729,274 Accumulated deficit and distributions (552,367) (528,847) Accumulated other comprehensive loss (35,003) (8,276)

Total stockholders’ equity 140,527 192,641 Noncontrolling Interests 1,277 562

Total equity 141,804 193,203

Total liabilities and equity $ 628,270 $ 663,865

See accompanying notes.

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CATCHMARK TIMBER TRUST, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(in thousands, except for per-share amounts)

Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019Revenues:

Timber sales $ 16,173 $ 16,273 $ 34,339 $ 32,824 Timberland sales 1,673 8,224 6,452 10,314 Asset management fees 2,857 2,841 5,832 5,683 Other revenues 1,054 1,322 2,106 2,412

21,757 28,660 48,729 51,233 Expenses:

Contract logging and hauling costs 6,978 7,153 14,255 14,509 Depletion 6,707 6,030 13,648 11,298 Cost of timberland sales 1,463 6,921 4,885 8,481 Forestry management expenses 1,671 1,592 3,505 3,326 General and administrative expenses 3,024 3,203 10,291 6,566 Land rent expense 96 133 220 275 Other operating expenses 1,585 1,629 3,221 3,273

21,524 26,661 50,025 47,728

Other income (expense):Interest income 4 32 50 62 Interest expense (4,070) (4,709) (8,027) (9,331) Gain (loss) on large dispositions (5) 764 1,274 764

(4,071) (3,913) (6,703) (8,505)

Loss before unconsolidated joint ventures (3,838) (1,914) (7,999) (5,000) Loss from unconsolidated joint ventures (Note 4) (2,345) (28,651) (2,433) (55,960)

Net loss $ (6,183) $ (30,565) $ (10,432) $ (60,960)

Weighted-average common shares outstanding - basic anddiluted 48,744 49,076 48,866 49,069

Net loss per share - basic and diluted $ (0.13) $ (0.62) $ (0.21) $ (1.24)

See accompanying notes.

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CATCHMARK TIMBER TRUST, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED)

(in thousands)

Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019

Net loss $ (6,183) $ (30,565) $ (10,432) $ (60,960) Other comprehensive loss: Market value adjustment to interest rate swaps (2,249) (6,980) (26,727) (10,921)

Comprehensive loss $ (8,432) $ (37,545) $ (37,159) $ (71,881)

See accompanying notes.

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CATCHMARK TIMBER TRUST, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF EQUITY (UNAUDITED)

(in thousands, except for per-share amounts)

Common Stock AdditionalPaid-InCapital

AccumulatedDeficit and

Distributions

AccumulatedOther

ComprehensiveIncome (Loss)

TotalStockholders’

EquityNoncontrolling

InterestsTotal

EquityShares Amount

Balance, December 31, 2019 49,008 $ 490 $ 729,274 $ (528,847) $ (8,276) $ 192,641 $ 562 $ 193,203 Common stock issued pursuantto:

LTIP, net of forfeitures andamounts withheld for incometaxes 91 1 215 — — 216 691 907

Dividends/distributions ($0.135per share/unit) — — — (6,564) — (6,564) (84) (6,648) Repurchase of common stock (352) (4) (2,550) (2,554) — (2,554) Net loss — — — (4,249) — (4,249) — (4,249) Other comprehensive loss — — — — (24,478) (24,478) — (24,478)

Balance, March 31, 2020 48,747 $ 487 $ 726,939 $ (539,660) $ (32,754) $ 155,012 $ 1,169 $ 156,181 Common stock issued pursuantto:

LTIP, net of forfeitures andamounts withheld for incometaxes 33 1 537 — — 538 125 663

Dividends/distributions ($0.135per share/unit) — — — (6,524) — (6,524) (17) (6,541) Repurchase of common stock (9) — (67) — — (67) — (67) Net loss — — — (6,183) (6,183) — (6,183) Other comprehensive loss — — — — (2,249) (2,249) — (2,249)

Balance, June 30, 2020 48,771 $ 488 $ 727,409 $ (552,367) $ (35,003) $ 140,527 $ 1,277 $ 141,804

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CATCHMARK TIMBER TRUST, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF EQUITY (UNAUDITED) (CONTINUED)

(in thousands, except for per-share amounts)

Common Stock AdditionalPaid-InCapital

AccumulatedDeficit and

Distributions

AccumulatedOther

ComprehensiveIncome (Loss)

TotalStockholders’

EquityNoncontrolling

InterestsTotal

EquityShares AmountBalance, December 31,2018 49,127 $ 492 $ 730,416 $ (409,260) $ 8 $ 321,656 $ — $ 321,656 Common stock issuedpursuant to:

LTIP, net of forfeituresand amounts withheldfor income taxes 92 1 292 — — 293 — 293

Dividends to commonstockholders ($0.135 pershare) — — — (6,578) — (6,578) — (6,578) Repurchase of commonstock (136) (1) (1,003) (1,004) — (1,004) Net loss — — — (30,395) — (30,395) — (30,395) Other comprehensive loss — — — — (3,941) (3,941) — (3,941)

Balance, March 31, 2019 49,083 $ 492 $ 729,705 $ (446,233) $ (3,933) $ 280,031 $ — $ 280,031 Common stock issuedpursuant to:

LTIP, net of forfeituresand amounts withheldfor income taxes 17 — 490 — — 490 — 490

Dividends to commonstockholders ($0.135 pershare) — — — (6,578) — (6,578) — (6,578) Repurchase of commonstock (135) (2) (1,403) — — (1,405) — (1,405) Net loss — — — (30,565) — (30,565) — (30,565) Other comprehensive loss — — — — (6,980) (6,980) — (6,980)

Balance, June 30, 2019 48,965 $ 490 $ 728,792 $ (483,376) $ (10,913) $ 234,993 $ — $ 234,993

See accompanying notes.

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CATCHMARK TIMBER TRUST, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(in thousands)

Six Months Ended June 30, 2020 2019Cash Flows from Operating Activities:

Net loss $ (10,432) $ (60,960) Adjustments to reconcile net loss to net cash provided by operating activities:

Depletion 13,648 11,298 Basis of timberland sold, lease terminations and other 4,997 8,475 Stock-based compensation expense 2,577 1,149 Noncash interest expense 1,771 564 Other amortization 103 123 Gain on large dispositions (1,274) (764) Loss from unconsolidated joint ventures 2,433 55,960 Operating distributions from unconsolidated joint ventures — 128 Interest paid under swaps with other-than-insignificant financing element 1,492 — Changes in assets and liabilities:

Accounts receivable 473 35 Prepaid expenses and other assets 409 641 Accounts payable and accrued expenses 2,656 91 Other liabilities 1,177 465

Net cash provided by operating activities 20,030 17,205

Cash Flows from Investing Activities:Capital expenditures (excluding timberland acquisitions) (3,766) (2,197) Investment in unconsolidated joint ventures (5,000) — Distributions from unconsolidated joint ventures 400 847 Net proceeds from large dispositions 20,863 5,311

Net cash provided by investing activities 12,497 3,961

Cash Flows from Financing Activities:Repayment of notes payable (20,850) — Proceeds from notes payable 5,000 — Financing costs paid (1,004) (33) Interest paid under swaps with other-than-insignificant financing element (1,492) — Dividends/distributions paid (13,189) (13,156) Repurchase of common shares (2,130) (2,409) Repurchase of common shares for minimum tax withholding (999) (365)

Net cash used in financing activities (34,664) (15,963) Net change in cash and cash equivalents (2,137) 5,203 Cash and cash equivalents, beginning of period 11,487 5,614

Cash and cash equivalents, end of period $ 9,350 $ 10,817

See accompanying notes.

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CATCHMARK TIMBER TRUST, INC. AND SUBSIDIARIESCONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2020 (UNAUDITED)

1. Organization

CatchMark Timber Trust Inc. ("CatchMark Timber Trust") (NYSE: CTT) owns and operates timberlands located in the United States and haselected to be taxed as a REIT for federal income tax purposes. CatchMark Timber Trust acquires, owns, operates, manages, and disposes oftimberland directly, through wholly-owned subsidiaries, or through joint ventures. CatchMark Timber Trust was incorporated in Maryland in2005 and commenced operations in 2007. CatchMark Timber Trust conducts substantially all of its business through CatchMark TimberOperating Partnership, L.P. (“CatchMark Timber OP”), a Delaware limited partnership. CatchMark Timber Trust is the general partner ofCatchMark Timber OP, possesses full legal control and authority over its operations, and owns 99.82% of its common partnership units.CatchMark LP Holder, LLC (“CatchMark LP Holder”), a Delaware limited liability company and wholly-owned subsidiary of CatchMarkTimber Trust, is a limited partner of CatchMark Timber OP and owns 0.01% of its common partnership units. The remaining 0.17% ofCatchMark Timber OP’s common partnership units are owned by current and former officers and directors of CatchMark Timber Trust as aresult of CatchMark’s LTIP Unit compensation program (see Note 8 — Stock-based Compensation). In addition, CatchMark Timber Trustconducts certain of its business through CatchMark Timber TRS, Inc. (“CatchMark TRS”), a Delaware corporation formed as a wholly-owned subsidiary of CatchMark Timber OP in 2006. CatchMark TRS is a taxable REIT subsidiary. Unless otherwise noted, references hereinto CatchMark shall include CatchMark Timber Trust and all of its subsidiaries, including CatchMark Timber OP, and the subsidiaries ofCatchMark Timber OP, including CatchMark TRS.

Risks and Uncertainties

CatchMark is subject to risks and uncertainties as a result of the COVID-19 pandemic. The extent of the impact of the COVID-19 pandemicon CatchMark’s business and that of its customers and contractors is uncertain and difficult to predict. The rapid spread of the outbreak hascaused significant disruptions in the U.S. and global economies and capital markets, and the impact is expected to continue to be significantduring the remainder of 2020. Such economic disruption could have a material adverse effect on CatchMark’s business due to declines insawtimber harvest volumes resulting from a deterioration in the housing market; a decline in production level at CatchMark’s customers'mills due to instances of COVID-19 among their employees or decreased demand for their products; the inability to complete timberlandsales due to the inability of potential buyers to complete title searches and other customary due diligence, including as a result of state andlocal government office closures; effects on key employees, including operational management personnel and those charged with preparing,monitoring and evaluating CatchMark’s financial reporting and internal controls; and market volatility and market downturns negativelyimpacting the trading of CatchMark’s common stock.

The severity of the impact of the COVID-19 pandemic on CatchMark’s business will depend on a number of factors, including, but notlimited to, the duration and severity of the pandemic and the extent and severity of the impact on CatchMark’s customers, all of which areuncertain and cannot be predicted. CatchMark’s future results of operations and liquidity could be adversely impacted by uncertain customerdemand and the impact of any initiatives or programs that CatchMark may undertake to address financial and operational challenges faced byits customers. As of the date of issuance of these condensed consolidated financial statements, the extent to which the COVID-19 pandemicmay materially impact CatchMark’s financial condition, liquidity, or results of operations is uncertain. See Note 5 — Notes Payable andLines of Credit for additional information on CatchMark’s outstanding indebtedness and debt covenants.

2. Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

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The consolidated financial statements of CatchMark have been prepared in accordance with the rules and regulations of the SEC, includingthe instructions to Form 10-Q and Article 10 of Regulation S-X and do not include all the information and footnotes required by GAAP forcomplete financial statements. In the opinion of management, the financial statements for the unaudited interim periods presented include alladjustments, which are of a normal and recurring nature, necessary for a fair and consistent presentation of the results for such periods.Results for these interim periods are not necessarily indicative of results for a full year.

CatchMark’s consolidated financial statements include the accounts of CatchMark and any VIE in which CatchMark is deemed the primarybeneficiary. With respect to entities that are not VIEs, CatchMark's consolidated financial statements also include the accounts of any entityin which CatchMark owns a controlling financial interest and any limited partnership in which CatchMark owns a controlling generalpartnership interest. In determining whether a controlling interest exists, CatchMark considers, among other factors, the ownership of votinginterests, protective rights, and participatory rights of the investors. All intercompany balances and transactions have been eliminated inconsolidation. For further information, refer to the audited financial statements and footnotes included in CatchMark’s Annual Report onForm 10-K for the year ended December 31, 2019.

Investments in Joint Ventures

For joint ventures that it does not control but exercises significant influence, CatchMark uses the equity method of accounting. CatchMark'sjudgment about its level of influence or control of an entity involves consideration of various factors including the form of its ownershipinterest; its representation in the entity's governance; its ability to participate in policy-making decisions; and the rights of other investors toparticipate in the decision-making process, to replace CatchMark as manager, and/or to liquidate the venture. Under the equity method, theinvestment in a joint venture is recorded at cost and adjusted for equity in earnings and cash contributions and distributions. Income or lossand cash distributions from an unconsolidated joint venture are allocated according to the provisions of the respective joint ventureagreement, which may be different from its stated ownership percentages. Any difference between the carrying amount of these investmentson CatchMark’s balance sheets and the underlying equity in net assets on the joint venture’s balance sheets is adjusted as the relatedunderlying assets are depreciated, amortized, or sold. Distributions received from unconsolidated joint ventures are classified in theaccompanying consolidated statements of cash flows using the cumulative earnings approach under which distributions received in anamount equal to cumulative equity in earnings are classified as cash inflows from operating activities and distributions received in excess ofcumulative equity in earnings represent returns of investment and therefore are classified as cash inflows from investing activities.

CatchMark evaluates the recoverability of its investments in unconsolidated joint ventures in accordance with accounting standards for equityinvestments by first reviewing each investment for any indicators of impairment. If indicators are present, CatchMark estimates the fair valueof the investment. If the carrying value of the investment is greater than the estimated fair value, management assesses whether theimpairment is “temporary” or “other-than-temporary.” In making this assessment, management considers the following: (1) the length of timeand the extent to which fair value has been less than cost, (2) the financial condition and near-term prospects of the entity, and (3)CatchMark’s intent and ability to retain its interest long enough for a recovery in market value. If management concludes that the impairmentis "other than temporary," CatchMark reduces the investment to its estimated fair value.

For information on CatchMark’s unconsolidated joint ventures, which are accounted for using the equity method of accounting, see Note 4 —Unconsolidated Joint Ventures.

Impairment Testing

ASC 360-10 requires impairment testing to be completed whenever events or changes in circumstances indicate the asset's carrying valuemay not be recoverable. Examples of such circumstances for CatchMark include, but are not limited to, a significant decrease in market priceof the timber assets, a significant adverse change in the extent or manner in which timber assets are being used, or a significant adversechange in legal factors or in the business climate that could affect the value of the timber assets. CatchMark monitors such events andchanges in circumstances, and when indicators of potential impairment are present, evaluates if the carrying amounts of its timber

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assets exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposal of its timber assets (the"Recoverable Amount") and if the carrying amount exceeds the timber assets' fair value. The Recoverable Amount and fair value areestimated based on the following information in order of preference, dependent upon availability: (i) recently quoted market prices, (ii)market prices for comparable assets, or (iii) the present value of undiscounted cash flows, including estimated salvage value, using data fromone harvest cycle. CatchMark has determined that there has been no impairment to its timber assets as of June 30, 2020.

Segment Information

CatchMark primarily engages in the acquisition, ownership, operation, management, and disposition of timberland properties located in theUnited States, either directly through wholly-owned subsidiaries or through equity method investments in affiliated joint ventures.CatchMark defines operating segments in accordance with ASC Topic 280, Segment Reporting, to reflect the manner in which its chiefoperating decision maker, the Chief Executive Officer, evaluates performance and allocates resources in managing the business. CatchMarkhas aggregated its operating segments into three reportable segments: Harvest, Real Estate and Investment Management. See Note 9 —Segment Information for additional information.

Recent Accounting Pronouncements

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the DisclosureRequirements for Fair Value Measurement, which added new disclosure requirements and eliminated or modified existing disclosurerequirements on fair value measurement to improve the effectiveness of ASC 820. ASU 2018-13 is effective for all entities for fiscal years,and interim periods within those fiscal years, beginning after December 15, 2019. The adoption of ASU 2018-13 did not have a materialeffect on CatchMark's consolidated financial statements.

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which removedcertain exceptions for intra-period tax allocation, recognition of deferred tax liabilities, and calculation of income taxes in interim periods.This ASU also added guidance to reduce complexity in certain areas, including recognizing deferred taxes for tax goodwill and allocatingtaxes to members of a consolidated group. ASU 2019-12 is effective for public entities for fiscal years beginning after December 15, 2020,and interim periods therein. CatchMark is currently assessing the impact ASU 2019-12 will have on its consolidated financial statements.

In March 2020, the FASB issued ASU 2020-03, Codification Improvements to Financial Instruments, which provides clarifications on seventopics related to financial instruments in the ASC. The update became effective for CatchMark upon issuance and the adoption did not have amaterial impact on its consolidated financial statements.

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform onFinancial Reporting, which provides companies with optional expedients and exceptions for applying GAAP to contracts, hedgingrelationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference ratereform if certain criteria are met. CatchMark has elected the optional expedients offered in this update. The amendments did not apply to anytransaction in the current quarter and will be applied prospectively to all eligible contracts and hedging relationships.

3. Timber Assets

As of June 30, 2020 and December 31, 2019, timber and timberlands consisted of the following, respectively:

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As of June 30, 2020

(in thousands) Gross

AccumulatedDepletion orAmortization Net

Timber $ 280,490 $ 13,648 $ 266,842 Timberlands 331,850 — 331,850 Mainline roads 1,141 787 354

Timber and timberlands $ 613,481 $ 14,435 $ 599,046

As of December 31, 2019

(in thousands) Gross

AccumulatedDepletion orAmortization Net

Timber $ 312,452 $ 28,064 $ 284,388 Timberlands 348,825 — 348,825 Mainline roads 1,106 738 368

Timber and timberlands $ 662,383 $ 28,802 $ 633,581

Timberland Sales

During the three months ended June 30, 2020 and 2019, CatchMark sold 1,100 and 4,000 acres of timberland for $1.7 million and $8.2million, respectively. CatchMark's cost basis in the timberland sold was $1.4 million and $6.5 million, respectively.

During the six months ended June 30, 2020 and 2019, CatchMark sold 4,100 and 4,900 acres of timberland for $6.5 million and $10.3million, respectively. CatchMark's cost basis in the timberland sold was $4.5 million and $8.0 million, respectively.

Large Dispositions

CatchMark closed one large disposition during each of the six months ended June 30, 2020 and 2019, respectively.

On January 31, 2020, CatchMark completed the sale of 14,400 acres of its wholly-owned timberlands for $21.3 million. CatchMark's costbasis was $19.6 million. Of the total net proceeds, $20.9 million was used to pay down CatchMark's outstanding debt balance on the Multi-Draw Term Facility.

On June 28, 2019, CatchMark completed the sale of 3,600 acres of its wholly-owned timberlands for $5.5 million. CatchMark's total costbasis was $4.5 million.

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Timberland sales and large dispositions acreage by state is listed below:

Six Months Ended June 30,Acres Sold In: 2020 2019

South Timberland Sales Alabama 2,200 600 Georgia 1,300 1,000 North Carolina — 500 South Carolina 300 2,800 Tennessee 300 —

4,100 4,900 Large Dispositions Georgia 14,400 3,600

Total 18,500 8,500

Current Timberland Portfolio

As of June 30, 2020, CatchMark directly owned interests in 413,900 acres of timberlands in the U.S. South and Pacific Northwest, 391,700acres of which were fee-simple interests and 22,200 acres were leasehold interests. Land acreage by state is listed below:

Acres by state as of June 30, 2020 (1) Fee Lease TotalSouth

Alabama 67,800 1,800 69,600 Florida 2,000 — 2,000

Georgia 232,300 20,400 252,700

North Carolina 100 — 100

South Carolina 71,400 — 71,400 373,600 22,200 395,800

Pacific Northwest

Oregon 18,100 — 18,100

Total 391,700 22,200 413,900

(1) Represents CatchMark wholly-owned acreage only; excludes ownership interest in acreage held by joint ventures.

4. Unconsolidated Joint Ventures

As of June 30, 2020, CatchMark owned interests in two joint ventures with unrelated parties: the Triple T Joint Venture and the DawsonvilleBluffs Joint Venture (each as defined and described below).

As of June 30, 2020Dawsonville Bluffs Joint Venture Triple T Joint Venture

Ownership percentage 50.0% 22.0% (1)

Acreage owned by the joint venture — 1,091,600Merchantable timber inventory (million tons) — 42.3 (2)

Location Georgia Texas

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(1) Represents our share of total partner capital contributions.(2) The Triple T Joint Venture considers inventory to be merchantable at age 12. Merchantable timber inventory does not include current year growth.

CatchMark accounts for these investments using the equity method of accounting.

Triple T Joint Venture

During 2018, CatchMark formed TexMark Timber Treasury, L.P., a Delaware limited partnership (the "Triple T Joint Venture"), with aconsortium of institutional investors (the "Preferred Investors") to acquire 1.1 million acres of high-quality East Texas industrial timberlands(the “Triple T Timberlands”), for $1.39 billion (the “Acquisition Price”), exclusive of transaction costs. The Triple T Joint Venture completedthe acquisition of the Triple T Timberlands in July 2018. CatchMark invested $200.0 million in the Triple T Joint Venture, equal to 21.6% ofthe total equity contributions at that time, in exchange for a common limited partnership interest. CatchMark, through a separate wholly-owned and consolidated subsidiary, is the sole general partner of the Triple T Joint Venture.

On June 24, 2020, CatchMark invested an additional $5.0 million of equity on the same terms and conditions as its existing investment in theTriple T Joint Venture in connection with amendments to the joint venture agreement and asset management agreement. The amended assetmanagement agreement designated Brian M. Davis, Chief Executive Officer and President of CatchMark, as the “Key Man” and increasedthe asset management fee payable to CatchMark as described below in Asset Management Fees. The amended joint venture agreementincreased the 10.25% cumulative return on the preferred investors’ interests in the Triple T Joint Venture’s subsidiary REIT by 0.5% perquarter, subject to a maximum increase of 2.0% and subject to decreases in other circumstances. The proceeds of CatchMark’s additional$5.0 million investment, along with the proceeds from $140.0 million of borrowings under the Triple T Joint Venture’s credit facility, wereused to make a payment of $145.0 million to GP in connection with an amendment to a wood supply agreement between the Triple T JointVenture and GP. This amendment was intended to achieve market-based pricing on timber sales, increase reimbursement for extended hauldistances, provide the ability for the Triple T Joint Venture to sell sawtimber to other third parties, and expand the Triple T Joint Venture’sability to sell large timberland parcels to third-party buyers. The supply agreement between the Triple T Joint Venture and GP was alsoextended by two years from 2029 to 2031.

CatchMark uses the equity method to account for its investment in the Triple T Joint Venture since it does not possess the power to direct theactivities that most significantly impact the economic performance of the Triple T Joint Venture, and accordingly, CatchMark does notpossess the first characteristic of a primary beneficiary described in GAAP. CatchMark has appointed three common board members of theTriple T Joint Venture, including its Chief Executive Officer, Chief Resources Officer and Vice President - Acquisitions, which providesCatchMark with significant influence over the Triple T Joint Venture. Accordingly, pursuant to the applicable accounting literature, it isappropriate for CatchMark to apply the equity method of accounting to its investment in the Triple T Joint Venture.

The Triple T Joint Venture agreement provides for liquidation rights and distribution priorities that are significantly different fromCatchMark's stated ownership percentage based on total equity contributions. The Preferred Investors are entitled to a minimum cumulativereturn on their equity contributions, plus a complete return of their equity contributions before any distributions may be made onCatchMark’s common limited partnership interest. As such, CatchMark uses the hypothetical-liquidation-at-book-value method (“HLBV”) todetermine its equity in the earnings of the Triple T Joint Venture. The HLBV method is commonly applied to equity investments in realestate, where cash distribution percentages vary at different points in time and are not directly linked to an investor's ownership percentage.For investments accounted for under the HLBV method, applying the percentage ownership interest to GAAP net income in order todetermine earnings or losses would not accurately represent the income allocation and cash flow distributions that will ultimately be receivedby the investors.

CatchMark applies HLBV using a balance sheet approach. A calculation is prepared at each balance sheet date to determine the amount thatCatchMark would receive if the Triple T Joint Venture were to liquidate all of its assets (at book value in accordance with GAAP) on thatdate and distribute the proceeds to the partners based on the contractually-defined liquidation priorities. The difference between thecalculated liquidation distribution amounts at

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the beginning and the end of the reporting period, after adjusting for capital contributions and distributions, is CatchMark's income or lossfrom the Triple T Joint Venture for the period.

Condensed balance sheet information for the Triple T Joint Venture is as follows:As of

(in thousands) June 30, 2020 December 31, 2019Triple T Joint Venture:

Total assets $ 1,581,538 $ 1,573,172 Total liabilities $ 781,549 $ 751,655 Total equity $ 799,990 $ 821,517

CatchMark:Carrying value of investment $ 2,689 $ —

Condensed income statement information for the Triple T Joint Venture is as follows:Three Months Ended June 30, Six Months Ended June 30,

(in thousands) 2020 2019 2020 2019Triple T Joint Venture:

Total revenues $ 34,588 $ 43,978 $ 69,869 $ 79,941 Net loss $ (9,935) $ (1,586) $ (15,663) $ (5,867)

CatchMark:Equity share of net loss $ (2,311) $ (28,600) $ (2,311) $ (56,088)

Condensed statement of cash flow information for the Triple T Joint Venture is as follows:

Six Months Ended June 30,(in thousands) 2020 2019Triple T Joint Venture:

Net cash provided by operating activities $ 1,535 $ 8,544 Net cash used in investing activities $ (150,470) $ (2,041) Net cash provided by financing activities $ 154,111 $ 91

Net change in cash and cash equivalents $ 5,176 $ 6,594 Cash and cash equivalents, beginning of period $ 39,614 $ 39,300 Cash and cash equivalents, end of period $ 44,790 $ 45,894

CatchMark had recognized cumulative HLBV losses of $200.0 million as of December 31, 2019, reducing the carrying value of itsinvestment to zero, and did not recognize an additional equity loss in the Triple T Joint Venture in the first quarter of 2020 as CatchMark hasnot guaranteed obligations of the Triple T Joint Venture and is not otherwise committed to provide additional financial support. In connectionwith its additional $5.0 million investment on June 24, 2020, CatchMark recognized $2.3 million of equity loss for the three months endedJune 30, 2020, determined using the HLBV method to allocate losses of the Triple T Joint Venture incurred for the period the new equityinvestment was outstanding.

Dawsonville Bluffs Joint Venture

During 2017, CatchMark formed the Dawsonville Bluffs Joint Venture with MPERS, and each owns a 50% membership interest. CatchMarkshares substantive participation rights with MPERS, including management selection and termination, and the approval of material operatingand capital decisions and, as such, uses the equity method of accounting to record its investment. Income or loss and cash distributions areallocated according to the provisions of

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the joint venture agreement, which are consistent with the ownership percentages for the Dawsonville Bluffs Joint Venture.

As of June 30, 2020, the Dawsonville Bluffs Joint Venture had a mitigation bank with a book basis of $2.6 million remaining in its portfolio.Condensed balance sheet information for the Dawsonville Bluffs Joint Venture is as follows:

As of(in thousands) June 30, 2020 December 31, 2019Dawsonville Bluffs Joint Venture:

Total assets $ 2,981 $ 4,041 Total liabilities $ 95 $ 111 Total equity $ 2,886 $ 3,930

CatchMark:Carrying value of investment $ 1,443 $ 1,965

Condensed income statement information for the Dawsonville Bluffs Joint Venture is as follows:

Three Months EndedJune 30,

Six Months Ended June 30,

(in thousands) 2020 2019 2020 2019Dawsonville Bluffs Joint Venture:

Total revenues $ — $ 7 $ — $ 1,420 Net income (loss) $ (69) $ (102) $ (244) $ 255

CatchMark:Equity share of net income (loss) $ (34) $ (51) $ (122) $ 128

Condensed statement of cash flow information for the Dawsonville Joint Venture is as follows:

Six Months EndedJune 30,

(in thousands) 2020 2019Dawsonville Joint Venture:

Net cash provided by (used in) operating activities $ (261) $ 1,252 Net cash used in financing activities $ (800) $ (1,949)

Net change in cash and cash equivalents $ (1,061) $ (697) Cash and cash equivalents, beginning of period $ 1,441 $ 1,731 Cash and cash equivalents, end of period $ 380 $ 1,034

For the six months ended June 30, 2020 and 2019, CatchMark received cash distributions of $0.4 million and $1.0 million, respectively, fromthe Dawsonville Bluffs Joint Venture.

Risks and Uncertainties Related to Unconsolidated Joint Ventures

CatchMark’s unconsolidated joint ventures, most notably the Triple T Joint Venture, are subject to risks and uncertainties as a result of theCOVID-19 pandemic. The extent of the impact of the COVID-19 pandemic on the Triple T Joint Venture’s business and that of its customersand contractors is uncertain and difficult to predict. The rapid spread of the outbreak has caused significant disruptions in the U.S. and globaleconomies and capital markets, and the impact is expected to continue to be significant during the remainder of 2020. Such economicdisruption could have a material adverse effect on the Triple T Joint Venture’s business due to the same reasons discussed in Note 1 —Organization with respect to CatchMark. The severity of the impact of the COVID-19 pandemic on the Triple T Joint

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Venture’s business will depend on a number of factors, including, but not limited to, the duration and severity of the pandemic and the extentand severity of the impact on the Triple T Joint Venture’s customers, all of which are uncertain and cannot be predicted. As of the date ofissuance of these condensed consolidated financial statements, the extent to which the COVID-19 pandemic may materially impact thefinancial condition, liquidity, or results of operations of CatchMark’s unconsolidated joint ventures is uncertain.

Asset Management Fees

CatchMark provides asset management services to the Triple T Joint Venture and the Dawsonville Bluffs Joint Venture. Under thesearrangements, CatchMark oversees the day-to-day operations of these joint ventures and their properties, including accounting, reporting andother administrative services, subject to certain major decisions that require partner approval.

On June 24, 2020, in connection with its additional $5.0 million equity investment in the Triple T Joint Venture, CatchMark entered into anamended and restated asset management agreement with the Triple T Joint Venture. Prior to this amendment, for management of the Triple TJoint Venture, CatchMark received a fee equal to 1% of the Acquisition Price multiplied by 78.4%, which represented the percentage of theoriginal equity contributions made to the Triple T Joint Venture by the Preferred Investors. In the event the Preferred Investors had notreceived a return of their capital contributions plus their preferred return as described above, then the asset management fee percentage wouldhave decreased from 1% to 0.75% at October 1, 2021, and to 0.50% at October 1, 2022. The amended asset management agreement providesthat, effective June 24, 2020, CatchMark earns an asset management fee equal to 1% of (a) the sum of the Acquisition Price and the$145.0 million paid to GP, multiplied by (b) 78.4%, and in the event the Preferred Investors have not received a return of their capitalcontributions plus their preferred return, then the asset management fee percentage decreases from 1% to 0.75% at October 1, 2021, and to0.25% at July 1, 2022. The fee is also subject to deferment in certain circumstances.

For management of the Dawsonville Bluffs Joint Venture, CatchMark receives a percentage fee based on invested capital, as defined by thejoint venture agreement. Additionally, CatchMark receives an incentive-based promote earned for exceeding investment hurdles.

During the three months and six months ended June 30, 2020 and 2019, CatchMark earned the following fees from these unconsolidated jointventures:

Three Months Ended June 30,

Six Months Ended June 30,

(in thousands) 2020 2019 2020 2019

Triple T Joint Venture (1) $ 2,850 $ 2,822 $ 5,678 $ 5,643

Dawsonville Bluffs Joint Venture (2) 7 19 154 40 $ 2,857 $ 2,841 $ 5,832 $ 5,683

(1) Includes $0.1 million of reimbursements of compensation costs for the three months ended June 30, 2020 and 2019. Includes $0.2 million of reimbursements ofcompensation costs for the six months ended June 30, 2020 and 2019.

(2) The six months ended June 30, 2020 includes $0.1 million of incentive-based promote earned for exceeding investment hurdles in 2020.

5. Notes Payable and Lines of Credit

Amended Credit Agreement

As of June 30, 2020, CatchMark was party to a credit agreement dated as of December 1, 2017, as amended on August 22, 2018, June 28,2019, February 12, 2020, and May 1, 2020 (the "Amended Credit Agreement"), with a syndicate of lenders, including CoBank, which servesas the administrative agent. The Amended Credit Agreement provides for borrowing under credit facilities consisting of the following:

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• a $35.0 million five-year revolving credit facility (the “Revolving Credit Facility”);

• a $150.0 million seven-year multi-draw term credit facility (the “Multi-Draw Term Facility”);

• a $100.0 million ten-year term loan (the “Term Loan A-1”);

• a $100.0 million nine-year term loan (the “Term Loan A-2”);

• a $68.6 million ten-year term loan (the “Term Loan A-3”); and

• a $140.0 million seven-year term loan (the "Term Loan A-4").

The amendment dated May 1, 2020 provided for, among other things: (1) the removal of the LTV ratio covenant reduction, from 50% to45%, which would have otherwise been effective on December 31, 2021; (2) the removal of the minimum liquidity balance of $25.0 million,which enables CatchMark to draw down more proceeds for working capital or other purposes if needed under its Revolving Credit Facility;(3) a reduction in the Multi-Draw Term Facility commitment from $200 million to $150 million, which still provides CatchMark with amplecapacity for future acquisitions while lowering its unused commitment fees; and (4) the ability to make additional investments in jointventures during 2020 if CatchMark meets certain LTV ratio requirements.

During the three months ended June 30, 2020, CatchMark borrowed $5.0 million under its Multi-Draw Term Facility to fund its additionalequity investment in the Triple T Joint Venture (see Note 4 — Unconsolidated Joint Ventures). CatchMark paid down $20.9 million of itsoutstanding balance on the Multi-Draw Term Facility with proceeds from a large disposition during the first quarter of 2020. As of June 30,2020 and December 31, 2019, CatchMark had the following debt balances outstanding:

(dollar amounts in thousands)Current Interest

Rate (1)

Outstanding Balance as ofCredit Facility Maturity Date Interest Rate June 30, 2020 December 31, 2019Term Loan A-1 12/23/2024 LIBOR + 1.75% 1.93 % $ 100,000 $ 100,000 Term Loan A-2 12/1/2026 LIBOR + 1.90% 2.08 % 100,000 100,000 Term Loan A-3 12/1/2027 LIBOR + 2.00% 2.18 % 68,619 68,619 Term Loan A-4 8/22/2025 LIBOR + 1.70% 1.88 % 140,000 140,000 Multi-Draw Term Facility 12/1/2024 LIBOR + 1.90% 2.08 % 34,086 49,936

Total principal balance $ 442,705 $ 458,555 Less: net unamortized deferred financing costs (5,738) (5,568)

Total $ 436,967 $ 452,987

(1) For the Multi-Draw Term Facility, the interest rate represents weighted-average interest rate as of June 30, 2020. The weighted-average interest rate excludes theimpact of the interest rate swaps (see Note 6 — Interest Rate Swaps), amortization of deferred financing costs, unused commitment fees, and estimated patronagedividends.

As of June 30, 2020, CatchMark had $150.9 million of borrowing capacity remaining under its credit facilities, consisting of $115.9 millionunder the Multi-Draw Term Facility and $35.0 million under the Revolving Credit Facility.

Borrowings under the Revolving Credit Facility may be used for general working capital, to support letters of credit, to fund cash earnestmoney deposits, to fund acquisitions in an amount not to exceed $5.0 million, and for other general corporate purposes. The Revolving CreditFacility bears interest at an adjustable rate equal to a base rate plus between 0.50% and 1.20% or a LIBOR rate plus between 1.50% and2.20%, in each case depending on CatchMark's LTV Ratio, and will terminate and all amounts outstanding under the facility will be due andpayable on December 1, 2022.

The Multi-Draw Term Facility may be used to finance timberland acquisitions and associated expenses, to fund investment in joint ventures,to fund the repurchase of CatchMark's common stock, and to reimburse payments of

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drafts under letters of credit. The Multi-Draw Term Facility, which is interest only until its maturity date, bears interest at an adjustable rateequal to a base rate plus between 0.50% and 1.20% or a LIBOR rate plus between 1.50% and 2.20%, in each case depending on CatchMark'sLTV Ratio, and will terminate and all amounts outstanding under the facility will be due and payable on December 1, 2024.

CatchMark pays the lenders an unused commitment fee on the unused portions of the Revolving Credit Facility and the Multi-Draw TermFacility at an adjustable rate ranging from 0.15% to 0.35%, depending on the LTV Ratio.

CatchMark’s obligations under the credit agreement are collateralized by a first priority lien on the timberlands owned by CatchMark’ssubsidiaries and substantially all of CatchMark’s subsidiaries’ other assets in which a security interest may lawfully be granted, including,without limitation, accounts, equipment, inventory, intellectual property, bank accounts and investment property. In addition, the obligationsunder the credit agreement are jointly and severally guaranteed by CatchMark and all of its subsidiaries pursuant to the terms of the creditagreement. CatchMark has also agreed to guarantee certain losses caused by certain willful acts of CatchMark or its subsidiaries.

Patronage Dividends

CatchMark is eligible to receive annual patronage dividends from its lenders (the "Patronage Banks") under a profit-sharing program madeavailable to borrowers of the Farm Credit System. CatchMark has received a patronage dividend on its eligible patronage loans annuallysince 2015. The eligibility remains the same under the Amended Credit Agreement. Therefore, CatchMark accrues patronage dividends itexpects to receive based on actual patronage dividends received as a percentage of its weighted-average eligible debt balance. For the threemonths ended June 30, 2020 and 2019, CatchMark accrued $0.9 million and $1.0 million, respectively, as patronage dividends receivable onits consolidated balance sheets and as an offset against interest expense on the consolidated statements of operations. For the six monthsended June 30, 2020 and 2019, CatchMark accrued $1.8 million and $1.9 million, respectively, as patronage dividends receivable on itsconsolidated balance sheets and as an offset against interest expense on the consolidated statements of operations.

In March 2020 and 2019, CatchMark received patronage dividends of $4.1 million and $3.3 million, respectively, on its patronage eligibleborrowings. Of the total patronage dividends received in March 2020, $3.1 million was received in cash, including a $0.1 million special cashdistribution for 2019, and $1.0 million was received in equity of the Patronage Banks.

As of June 30, 2020 and December 31, 2019, the following balances related to the patronage dividend program were included onCatchMark's consolidated balance sheets:

(in thousands) As of

Patronage dividends classified as: June 30, 2020 December 31, 2019Accounts receivable $ 1,786 $ 3,810

Prepaid expenses and other assets (1) 3,335 2,329

Total $ 5,121 $ 6,139

(1) Represents cumulative patronage dividends received as equity in the Patronage Banks.

Debt Covenants

The Amended Credit Agreement contains, among others, the following financial covenants which:

• limit the LTV ratio to 50% at any time;

• require maintenance of a FCCR of not less than 1.05:1.00 at any time; and

• limit the aggregated capital expenditures to 1% of the value of the timberlands during any fiscal year.

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The Amended Credit Agreement permits CatchMark to declare, set aside funds for, or pay dividends, distributions, or other payments tostockholders so long as it is not in default under the credit agreement. However, if CatchMark has suffered a bankruptcy event or a change ofcontrol, the credit agreement prohibits CatchMark from declaring, setting aside, or paying any dividend, distribution, or other payment otherthan as required to maintain its REIT qualification. The Amended Credit Agreement also subjects CatchMark to mandatory prepayment fromproceeds generated from dispositions of timberlands or lease terminations, which may have the effect of limiting its ability to makedistributions to stockholders under certain circumstances.

CatchMark was in compliance with the financial covenants of its credit agreement as of June 30, 2020. See Note 1— Organization fordiscussion of uncertainties and risks to CatchMark’s financial position, liquidity and results of operations, including impacts of the globalCOVID-19 pandemic.

Interest Paid and Fair Value of Outstanding Debt

During the three months ended June 30, 2020 and 2019, CatchMark made interest payments of $2.8 million and $5.3 million, respectively, onits borrowings. Included in the interest payments for the three months ended June 30, 2020 and 2019 were unused commitment fees of$0.2 million and $0.1 million, respectively.

During the six months ended June 30, 2020 and 2019, CatchMark made interest payments of $6.9 million and $10.5 million, respectively, onits borrowings. Included in the interest payments for the six months ended June 30, 2020 were unused commitment fees of $0.4 million and$0.1 million, respectively.

As of June 30, 2020 and December 31, 2019, the weighted-average interest rate on CatchMark's borrowings, after consideration of its interestrate swaps (see Note 6 — Interest Rate Swaps), was 3.23% and 3.87%, respectively. After further consideration of expected patronagedividends, CatchMark's weighted-average interest rate as of June 30, 2020 and December 31, 2019 was 2.43% and 3.07%, respectively.

6. Interest Rate Swaps

CatchMark uses interest rate swaps to mitigate its exposure to changing interest rates on its variable rate debt instruments. As of June 30,2020, CatchMark had two outstanding interest rate swaps with terms below:

(dollar amounts in thousands)Notional AmountInterest Rate Swap Effective Date Maturity Date Pay Rate Receive Rate

2019 Swap - 10YR 11/29/2019 11/30/2029 2.2067% one-month LIBOR $ 200,000

2019 Swap - 7YR 11/29/2019 11/30/2026 2.0830% one-month LIBOR $ 75,000 $ 275,000

As of June 30, 2020, CatchMark’s interest rate swaps effectively fixed the interest rate on $275.0 million of its $442.7 million variable-ratedebt at 3.98%, inclusive of the applicable spread and before consideration of expected patronage dividends. The 2019 swaps contain an other-than-insignificant financing element and, accordingly, the associated cash flows are reported as financing activities in the accompanyingconsolidated statements of cash flows.

During the six months ended June 30, 2019, CatchMark had ten interest rate swaps that effectively fixed the interest rates on $350.0 millionof CatchMark's variable-rate debt at 4.26%, inclusive of the applicable spread but before considering patronage dividends.

All of CatchMark's outstanding interest rate swaps during the six months ended June 30, 2020 and 2019 qualified for hedge accountingtreatment.Fair Value and Cash Paid for Interest Under Interest Rate Swaps

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The following table presents information about CatchMark's interest rate swaps measured at fair value as of June 30, 2020 and December 31,2019:

(in thousands) Estimated Fair Value as ofInstrument Type Balance Sheet Classification June 30, 2020 December 31, 2019Derivatives designated as hedging instruments:Interest rate swaps Other liabilities $ (36,404) $ (8,769)

During the three months ended June 30, 2020 and 2019, CatchMark recognized a change in fair value of its interest rate swaps of$2.7 million and $7.0 million, respectively, as other comprehensive loss. During the three months ended June 30, 2020, CatchMarkreclassified $0.5 million from accumulated other comprehensive loss to interest expense related to the off-market swap value at hedgeinception.

During the six months ended June 30, 2020 and 2019, CatchMark recognized a change in fair value of its interest rate swaps of $27.6 millionand $10.9 million, respectively, as other comprehensive loss. During the six months ended June 30, 2020, CatchMark reclassified$0.9 million from accumulated other comprehensive loss to interest expense related to the off-market swap value at hedge inception.

Pursuant to the terms of its interest rate swaps, CatchMark paid $1.2 million and $1.5 million during the three months and six months endedJune 30, 2020, respectively. For the three months and six months ended June 30, 2019, CatchMark received $20,600 and $62,800,respectively. All amounts were included in interest expense in the consolidated statements of operations.

As of June 30, 2020, CatchMark estimated that approximately $6.9 million will be reclassified from accumulated other comprehensive loss tointerest expense over the next 12 months.

7. Commitments and Contingencies

Mahrt Timber Agreements

In connection with its acquisition of timberlands from WestRock in 2007, CatchMark entered into a master stumpage agreement and a fibersupply agreement (collectively, the “Mahrt Timber Agreements”) with a wholly-owned subsidiary of WestRock. The master stumpageagreement provides that CatchMark will sell specified amounts of timber and make available certain portions of our timberlands toCatchMark TRS for harvesting. The fiber supply agreement provides that WestRock will purchase a specified tonnage of timber fromCatchMark TRS at specified prices per ton, depending upon the type of timber product. The prices for the timber purchased pursuant to thefiber supply agreement are negotiated every two years but are subject to quarterly market pricing adjustments based on an index published byTimberMart-South, a quarterly trade publication that reports raw forest product prices in 11 southern states. The initial term of the MahrtTimber Agreements is October 9, 2007 through December 31, 2032, subject to extension and early termination provisions. The Mahrt TimberAgreements ensure a long-term source of supply of wood fiber products for WestRock in order to meet its paperboard and lumber productionrequirements at specified mills and provide CatchMark with a reliable customer for the wood products from its timberlands.

WestRock can terminate the Mahrt Timber Agreements prior to the expiration of the initial term if CatchMark replaces FRC as the forestmanager without the prior written consent of WestRock, except pursuant to an internalization of the company's forestry managementfunctions. CatchMark can terminate the Mahrt Timber Agreements if WestRock (i) ceases to operate the Mahrt mill for a period that exceeds12 consecutive months, (ii) fails to purchase a specified tonnage of timber for two consecutive years, subject to certain limited exceptions or(iii) fails to make payments when due (and fails to cure within 30 days).

In addition, either party can terminate the Mahrt Timber Agreements if the other party commits a material breach (and fails to cure within 60days) or becomes insolvent. In addition, the Mahrt Timber Agreements provide for adjustments

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to both parties' obligations in the event of a force majeure, which is defined to include, among other things, lightning, fires, storms, floods,infestation and other acts of God or nature.

Timberland Operating Agreements

Pursuant to the terms of the timberland operating agreement between CatchMark and FRC (the "FRC Timberland Operating Agreement"),FRC manages and operates certain of CatchMark's timberlands and related timber operations, including ensuring delivery of timber toWestRock in compliance with the Mahrt Timber Agreements. In consideration for rendering the services described in the timberlandoperating agreement, CatchMark pays FRC (i) a management fee based on the actual acreage that FRC manages, which is payable monthlyin advance, and (ii) an incentive fee based on timber harvest revenues generated by the timberlands, which is payable quarterly in arrears.The FRC Timberland Operating Agreement, as amended, is effective through March 31, 2021, and is automatically extended for one-yearperiods unless written notice is provided by CatchMark or FRC to the other party at least 120 days prior to the current expiration. The FRCTimberland Operating Agreement may be terminated by either party with mutual consent or by CatchMark with or without cause uponproviding 120 days’ prior written notice.

Pursuant to the terms of the timberland operating agreement between CatchMark and AFM (the "AFM Timberland Operating Agreement"),AFM manages and operates certain of CatchMark's timberlands and related timber operations, including ensuring delivery of timber tocustomers. In consideration for rendering the services described in the AFM Timberland Operating Agreement, CatchMark pays AFM (i) amanagement fee based on the actual acreage AFM manages, which is payable monthly in advance, and (ii) an incentive fee based onrevenues generated by the timber operations, which is payable quarterly in arrears. The AFM Timberland Operating Agreement is effectivethrough November 30, 2020 for the U.S. South region and December 31, 2020 for the Pacific Northwest region, and is automaticallyextended for one-year periods unless written notice is provided by CatchMark or AFM to the other party at least 120 days prior to the currentexpiration. The AFM Timberland Operating Agreement may be terminated by either party with mutual consent or by CatchMark with orwithout cause upon providing 120 days’ prior written notice.

Obligations under Operating Leases

CatchMark's office lease commenced in January 2019 and expires in November 2028 and qualifies as an operating lease under ASC 842. Asof January 1, 2019, CatchMark recorded an operating lease right-of-use (“ROU”) asset and an operating lease liability of $3.4 million on itsbalance sheet, which represents the net present value of lease payments over the lease term discounted using CatchMark's incrementalborrowing rate at commencement date. CatchMark’s office lease contains renewal options; however, the options were not included in thecalculation of the operating lease ROU asset and operating lease liability as it is not reasonably certain that CatchMark will exercise therenewal options. CatchMark recorded $108,400 of operating lease expense for the three months ended June 30, 2020 and 2019, respectively.For the six months ended June 30, 2020 and 2019, CatchMark recorded $217,000 and $148,000 of operating lease expense, respectively,which was included in general and administrative expenses on its consolidated statements of operations. For the three months ended June 30,2020 and 2019, CatchMark paid $98,000 and $95,000, respectively, in cash for its office lease. For the six months ended June 30, 2020 and2019, CatchMark paid $197,000 and $117,000, respectively, in cash for its office lease, which was included in operating cash flows on itsconsolidated statements of cash flows. The adoption of ASC 842 did not result in a cumulative-effect adjustment to CatchMark's retainedearnings, as its office lease commenced in January 2019.

CatchMark had the following future annual payments for its operating lease as of June 30, 2020 and December 31, 2019:

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As of

(in thousands) June 30, 2020 December 31, 2019Required payments2020 $ 201 397 2021 412 412 2022 424 424 2023 435 435 2024 447 447 Thereafter 1,873 1,873

$ 3,792 $ 3,988 Less: imputed interest (674) Operating lease liability $ 3,118

Remaining lease term (years) 8.4Discount rate 4.58 %

CatchMark holds leasehold interests in 22,200 acres of timberlands under a long-term lease that expires in May 2022 (the “LTC Lease”). TheLTC Lease provides CatchMark access rights to harvest timber as specified in the LTC Lease, which is, therefore, a lease of biological assets,and is excluded from the scope of ASC 842.

As of June 30, 2020, CatchMark had the following future lease payments under the LTC Lease:(in thousands) Required Payments2020 $ 410 2021 402 2022 354

$ 1,166

Litigation

From time to time, CatchMark may be a party to legal proceedings, claims, and administrative proceedings that arise in the ordinary courseof its business. Management makes assumptions and estimates concerning the likelihood and amount of any reasonably possible loss relatingto these matters using the latest information available. CatchMark records a liability for litigation if an unfavorable outcome is probable andthe amount of loss or range of loss can be reasonably estimated. If an unfavorable outcome is probable and a reasonable estimate of the lossis a range, CatchMark accrues the best estimate within the range. If no amount within the range is a better estimate than any other amount,CatchMark accrues the minimum amount within the range. If an unfavorable outcome is probable but the amount of the loss cannot bereasonably estimated, CatchMark discloses the nature of the litigation and indicates that an estimate of the loss or range of loss cannot bemade. If an unfavorable outcome is reasonably possible and the estimated loss is material, CatchMark discloses the nature and estimate of thepossible loss of the litigation. CatchMark does not disclose information with respect to litigation where an unfavorable outcome is consideredto be remote.

CatchMark is not currently involved in any legal proceedings of which the outcome is reasonably likely to have a material adverse effect onthe results of operations or financial condition of CatchMark. CatchMark is not aware of any legal proceedings contemplated bygovernmental authorities.

8. Stock-based Compensation

Equity Grants to Independent Directors

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On April 9, 2020, CatchMark granted a total of 3,876 shares of its restricted common stock to two new independent directors upon theirappointments to its board of directors. Aggregate grant date fair value of $29,454 is amortized over a one-year vesting period within generaland administrative expenses.

In April 2019, CatchMark amended its Independent Director Compensation Program to require one-year vesting for the annual grants ofcommon stock or LTIP units made to independent directors (the “2019 Amendment”). In April 2020, CatchMark further amended itsIndependent Director Compensation Program to provide for one-time grants of common stock, with a value of $70,000, to independentdirectors who were serving at the time of the 2019 Amendment (“covered directors”), with such one-time grants to be made to the covereddirectors if they retired or resigned in a calendar year prior to receiving an annual grant during such calendar year (the “2020 Amendment”).The intent of the 2020 Amendment was to compensate the covered directors for the vested shares that such directors did not receive in 2019as a result of the 2019 Amendment. On June 24, 2020, in accordance with the 2020 Amendment, CatchMark issued one-time grants of a totalof 16,432 fully-vested shares of common stock to two independent directors at the time of their retirement at the 2020 annual meeting ofstockholders. The grant date fair value of $140,000 was expensed immediately.

On June 25, 2020, CatchMark issued the annual equity-based grants to its independent directors who were elected at CatchMark's 2020annual meeting of stockholders. Each independent director received a grant with a fair value of $70,000, which will vest on the date ofCatchMark's 2021 annual meeting of stockholders. Upon their respective elections, two independent directors each received 8,434 shares ofCatchMark's restricted common stock and the remaining three independent directors each received 8,434 units of a class of limitedpartnership interest (the "LTIP Units") in CatchMark Timber OP. The LTIP Units are structured to qualify as "profits interests" for federalincome tax purposes that, subject to certain conditions, including vesting, are convertible by the holder into CatchMark Timber OP's commonunits. Aggregate grant date fair value of $350,000 will be amortized over the one-year vesting period within general and administrativeexpenses. See Note 8 — Noncontrolling Interest in our Annual Report on Form 10-K for the year ended December 31, 2019 for furtherinformation on LTIP Units.

CatchMark repurchased 4,027 shares from an independent director to satisfy income tax liabilities at his election during the three monthsended June 30, 2020.

Service-based Restricted Stock Grants to Employees

During the three months ended June 30, 2020, CatchMark did not issue any shares of service-based restricted stock to its employees. Duringthe six months ended June 30, 2020, CatchMark issued 153,842 shares of service-based restricted stock to its employees including itsexecutive officers, which will vest over a four-year period. The fair value of $1.7 million was determined based on the closing price ofCatchMark's common stock on the grant date and is amortized evenly over the vesting period.

A rollforward of CatchMark's unvested, service-based restricted stock awards to employees for the six months ended June 30, 2020 is asfollows:

Number of

Underlying Shares

Weighted-AverageGrant DateFair Value

Unvested at December 31, 2019 442,401 $ 9.96 Granted 153,842 $ 10.99 Vested (206,698) $ 10.75 Forfeited — $ —

Unvested at June 30, 2020 389,545 $ 9.95

Performance-based Restricted Stock Grants to Officers

On February 18, 2020, CatchMark granted 23,589 shares of performance-based restricted stock to its eligible officers, which represents themaximum number of shares that could be earned based on the relative performance of

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CatchMark's TSR as compared to a pre-established peer group's TSR and to the Russell Microcap Index over a three-year performanceperiod from January 1, 2020 to December 31, 2022. The compensation committee of the board of directors (the "Compensation Committee")will determine the earned awards after the end of the performance period, and the earned awards will vest in two equal installments in thefirst quarter of 2023 and 2024. The fair value of $0.1 million of the performance-based restricted stock awards is amortized over the vestingperiod and was calculated using a Monte-Carlo simulation with the following assumptions:

Grant date market price (February 18, 2020) $ 10.99 Weighted-average fair value per granted share $ 5.93 Assumptions:

Volatility 23.22 %Expected term (years) 3.0Risk-free interest rate 1.41 %

Performance-based LTIP Units Grants to Executive Officers

On February 18, 2020, CatchMark granted 197,115 LTIP Units to its executive officers, which represents the maximum number of LTIPUnits that could be earned based on the relative performance of CatchMark's TSR as compared to a pre-established peer group's TSR and tothe Russell Microcap Index over a three-year performance period from January 1, 2020 to December 31, 2022. The LTIP Units are structuredto qualify as "profits interests" for federal income tax purposes that, subject to certain conditions, including vesting, are convertible by theholder into CatchMark Timber OP's common units. See Note 8 — Noncontrolling Interest in our Annual Report on Form 10-K for the yearended December 31, 2019 for further information on LTIP Units. The Compensation Committee will determine the earned awards after theend of the performance period, and the earned awards will vest in two equal installments in the first quarter of 2023 and 2024. The fair valueof the $1.2 million of the performance-based LTIP Units was calculated using a Monte-Carlo simulation with the following assumptions:

Grant date market price (February 18, 2020) $ 10.99 Weighted-average fair value per granted share $ 5.93 Assumptions:

Volatility 23.22 %Expected term (years) 3.0Risk-free interest rate 1.41 %

Accelerated Vesting of Former CEO's Outstanding Equity Awards

On January 21, 2020, Jerrold Barag retired as the Chief Executive Officer of CatchMark and as a member of CatchMark's board of directors.In connection with Mr. Barag's retirement, 103,135 shares of his time-based restricted stock awards vested immediately, 46,912 shares ofwhich were withheld to cover required tax withholding. CatchMark repurchased the remaining 56,223 fully vested shares at a per-share priceof $11.05, which was the average closing price of the common stock for the five-day trading period ended prior to January 21, 2020, payableto Mr. Barag in 24 equal installments through January 2022. Mr. Barag’s 72,272 performance-based LTIP Units issued under the executiveofficer’s 2017 compensation program had a performance period from January 1, 2017 to December 31, 2019. 25,218 of these 72,272 LTIPUnits were earned and vested on January 29, 2020. Mr. Barag’s remaining 142,909 performance-based LTIP units issued under the executiveofficers' 2018 and 2019 compensation programs were treated as if the performance period for such awards ended on January 21, 2020. TheCompensation Committee determined that Mr. Barag earned a total of 32,780 LTIP Units, which were vested on January 29, 2020. Inaccordance with ASC 718: Compensation - Stock Compensation, CatchMark applied modification accounting and recognized the incrementalfair value of these awards in the amount of $1.2 million as stock-based compensation

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expense in the first quarter of 2020. For complete terms and conditions of the Separation Agreement, see the Form 8-K filed with the SEC onJanuary 21, 2020.

Stock-based Compensation Expense

A summary of CatchMark's stock-based compensation expense for the three and six months ended June 30, 2020 and 2019 is presentedbelow:

Three Months Ended June 30, Six Months Ended June 30,(in thousands) 2020 2019 2020 2019

General and administrative expenses (1) $ 623 $ 463 $ 2,380 $ 1,034 Forestry management expenses 82 27 197 115

Total (2) $ 705 $ 490 $ 2,577 $ 1,149

(1) The six months ended June 30, 2020 includes $1.2 million of accelerated stock-based compensation expense related to the retirement ofCatchMark's former CEO in January 2020.

(2) Includes $0.1 million and $0.8 million of the stock-based compensation recognized as noncontrolling interest for the three months and six monthsended June 30, 2020, respectively.

As of June 30, 2020, approximately $5.6 million of compensation expense related to unvested restricted stock and LTIP Units remained to berecognized over a weighted-average period of 2.6 years.

9. Segment Information

As of June 30, 2020, CatchMark had the following reportable segments: Harvest, Real Estate and Investment Management. Harvest includeswholly-owned timber assets and associated timber sales, other revenues and related expenses. Real Estate includes timberland sales, cost oftimberland sales and large dispositions. Investment Management includes investment in and income (loss) from unconsolidated joint venturesand asset management fee revenues earned for the management of these joint ventures. General and administrative expenses, along withother expense and income items, are not allocated among segments. Asset information and capital expenditures by segment are not reportedbecause CatchMark does not use these measures to assess performance. CatchMark’s investments in unconsolidated joint ventures arereported separately on the accompanying consolidated balance sheets. During the periods presented, there have been no materialintersegment transactions.

The following table presents revenues by reportable segment:Three Months Ended June 30, Six Months Ended June 30,

(in thousands) 2020 2019 2020 2019Harvest $ 17,227 $ 17,595 $ 36,445 $ 35,236 Real Estate 1,673 8,224 6,452 10,314 Investment Management 2,857 2,841 5,832 5,683

Total $ 21,757 $ 28,660 $ 48,729 $ 51,233

Adjusted EBITDA is the primary performance measure reviewed by management to assess operating performance. The following tablepresents Adjusted EBITDA by reportable segment:

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Three Months Ended June 30, Six Months Ended June 30,(in thousands) 2020 2019 2020 2019Harvest $ 7,388 $ 7,285 $ 15,995 $ 14,545 Real Estate 1,552 7,828 6,070 9,785 Investment Management 2,823 2,790 5,710 6,205 Corporate (2,328) (2,816) (5,451) (5,286)

Total $ 9,435 $ 15,087 $ 22,324 $ 25,249

A reconciliation of Adjusted EBITDA to GAAP net loss is presented below:

Three Months Ended June 30, Six Months Ended June 30,(in thousands) 2020 2019 2020 2019Adjusted EBITDA $ 9,435 $ 15,087 $ 22,324 $ 25,249 Subtract:

Depletion 6,707 6,030 13,648 11,298 Interest expense (1) 3,006 4,395 6,256 8,767

Amortization (1) 1,116 229 1,874 687 Depletion, amortization, and basis of timberland and mitigationcredits sold included in loss from unconsolidated joint venture(2) — — — 395

Basis of timberland sold, lease terminations and other (3) 1,721 6,668 4,997 8,475 Stock-based compensation expense 705 490 2,577 1,149 (Gain) loss on large dispositions (4) 5 (764) (1,274) (764)

HLBV loss from unconsolidated joint venture (5) 2,311 28,600 2,311 56,088 Post-employment benefits (6) 11 — 2,297 — Other (7) 36 4 70 114

Net loss $ (6,183) $ (30,565) $ (10,432) $ (60,960)

(1) For the purpose of the above reconciliation, amortization includes amortization of deferred financing costs, amortization of operating lease assets and liabilities,amortization of intangible lease assets, and amortization of mainline road costs, which are included in either interest expense, land rent expense, or other operatingexpenses in the accompanying consolidated statements of operations. Includes non-cash basis of timber and timberland assets written-off related to timberlandsold, terminations of timberland leases and casualty losses.

(2) Reflects our share of depletion, amortization, and basis of timberland and mitigation credits sold of the unconsolidated Dawsonville Bluffs Joint Venture.(3) Includes non-cash basis of timber and timberland assets written-off related to timberland sold, terminations of timberland leases and casualty losses.(4) Large dispositions are sales of blocks of timberland properties in one or several transactions with the objective to generate proceeds to fund capital allocation

priorities. Large dispositions may or may not have a higher or better use than timber production or result in a price premium above the land’s timber productionvalue. Such dispositions are infrequent in nature, are not part of core operations, and would cause material variances in comparative results if not reportedseparately.

(5) Reflects HLBV (income) losses from the Triple T Joint Venture, which is determined based on a hypothetical liquidation of the underlying joint venture at bookvalue as of the reporting date.

(6) Reflects one-time, non-recurring post-employment benefits associated with the retirement of our former CEO, including severance pay, payroll taxes, professionalfees, and accrued dividend equivalents.

(7) Includes certain cash expenses paid, or reimbursement received, that management believes do not directly reflect the core business operations of our timberlandportfolio on an on-going basis, including costs required to be expensed by GAAP related to acquisitions, transactions, joint ventures or new business initiatives.

10. Subsequent Event

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Dividend Declaration

On August 3, 2020, CatchMark declared a cash dividend of $0.135 per share for its common stockholders of record on August 31, 2020,payable on September 15, 2020.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with our accompanying consolidated financial statements and notesthereto. See also “Cautionary Note Regarding Forward-Looking Statements” preceding Part I of this report, as well as our consolidatedfinancial statements and the notes thereto and Management's Discussion and Analysis of Financial Condition and Results of Operations inour Annual Report on Form 10-K for the year ended December 31, 2019.

Overview

We acquire and own prime timberlands located in high-demand U.S. mill markets. We manage our operations to generate highly-predictableand stable cash flow from sustainable harvests, opportunistic land sales and asset management fees that comfortably covers our dividendthroughout the business cycle.

During the second quarter of 2020, we continued to actively manage our timberlands to achieve an optimum balance among biological timbergrowth, current harvest cash flow, and responsible environmental stewardship. We actively managed our log merchandising efforts togetherwith delivered and stumpage sales to achieve the highest available price for our timber products.

We continuously assess potential alternative uses of our timberlands, as some of our properties may be more valuable for development,conservation, recreational or other rural purposes than for growing timber. In the second quarter of 2020, we capitalized on the value of ourtimberland portfolio by opportunistically monetizing timberland properties, including selling 1,100 acres of timberland for $1.7 million. Inaddition, during the first quarter of 2020, we completed a large disposition of 14,400 acres of timberland located in Georgia for $21.3 millionunder our capital recycling program, using the net proceeds to pay down debt. When evaluating our land sale opportunities, we assess a fullrange of matters relating to the timberland property or properties, including, but not limited to inventory stocking below portfolio average,higher mix of hardwood inventory, poor productivity characteristics, geographical procurement and operating areas, and/or timber reservationopportunities.

We are continuing to actively pursue additional strategic investment opportunities in our target markets, including direct acquisition of high-quality industrial timberland properties, with our average transaction size ranging from 2,500 to 25,000 acres.

From time to time when we believe our stock is undervalued, we may take advantage of market opportunities by using our share repurchaseprogram, or SRP, to buy shares and return capital to our stockholders. In the first half of 2020, we repurchased $2.0 million in shares underour SRP and, as of June 30, 2020, $13.7 million remains available under our current repurchase program.

Additional Investment in Triple T Joint Venture

On June 24, 2020, we invested an additional $5.0 million in the Triple T Joint Venture on the same terms and conditions as our existinginvestment. In connection with this additional investment, we entered into amended joint venture and asset management agreements with theTriple T Joint Venture. The amended asset management agreement designated Brian M. Davis, our Chief Executive Officer and President, asthe “Key Man” and modified the asset management fee payable to us, as described in Note 4 – Unconsolidated Joint Ventures. The amendedasset management agreement is expected to increase the asset management fee payable to us over the next two years. The amended jointventure agreement increased the 10.25% cumulative return on the Preferred Investors’ interests in the Triple T Joint Venture’s subsidiaryREIT by 0.5% per quarter, subject to a maximum increase of 2.0% and subject to decreases in other circumstances.

The proceeds of our additional $5.0 million investment, along with the proceeds from $140.0 million of borrowings under the Triple T JointVenture’s credit facility, were used to make a payment of $145.0 million to GP in connection with a renegotiated wood supply agreementbetween the Triple T Joint Venture and GP intended to achieve market-based pricing on timber sales, increase reimbursement for extendedhaul distances, provide the

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ability for the Triple T Joint Venture to sell sawtimber to other third parties, and expand the Triple T Joint Venture’s ability to sell largetimberland parcels to third-party buyers. The supply agreement between the Triple T Joint Venture and GP was also extended by two yearsfrom 2029 to 2031, with optimized harvest volume obligations to enhance and preserve long-term asset value.

Capital Activities

During the second quarter, we amended our credit agreement to reduce or remove certain restrictive financial covenants providing increasedcapacity for working capital or other purposes if needed under our Revolving Credit Facility, provide the ability to make additionalinvestments in joint ventures during the year if we meet certain requirements, and to lower unused commitment fees (see Liquidity andCapital Resources – Amendment to Amended Credit Agreement below for additional information). During the three months ended June 30,2020, we borrowed $5.0 million under our Multi-Draw Term Facility to fund the additional investment in the Triple T Joint Venture. We paid$6.5 million of dividends to our stockholders and repurchased $0.1 million of shares of common stock under our SRP at an average price of$7.76 per share during the quarter.

Impact of COVID-19 On Our Business

In March 2020, the World Health Organization declared the coronavirus (COVID-19) outbreak a pandemic, and the President of the UnitedStates declared the COVID-19 outbreak a national emergency. The COVID-19 outbreak is a widespread health crisis that has adverselyaffected the economies and financial markets of many countries, including the U.S., resulting in an economic downturn that could affectdemand for our products and impact our operating results. Economists expect the impact of the pandemic will continue to be significantduring the remainder of 2020.

The outbreak resulted in authorities implementing numerous measures to try to contain the virus, such as quarantines and shelter in placeorders. During March and April 2020, most states issued executive orders requiring workers to remain at home, unless their work wascritical, essential, or life-sustaining. While many of these executive orders have expired or been partially lifted, others remain in place andcall for extended quarantines. These measures may remain in place for a significant period and adversely affect our business, results ofoperations and financial condition as well as the business, operations and financial conditions of our customers and contractors. We believethat, based on the various standards published to date, our business, particularly with respect to supplying raw materials to the forestproducts, paper and packaging industry, and the businesses of our customers are essential industries that have been allowed to remain open.Accordingly, COVID-19 has had a limited impact on our physical operations to date. We have implemented new procedures to support thehealth and safety of our employees, contractors and customers and we are following all federal, state and local health department guidelines.The costs associated with these safety procedures were not material.

While the response to the COVID-19 pandemic began to impact our business toward the end of the first quarter of 2020 and continuedthrough the quarter ended June 30,2020, we managed our harvest operations effectively through the pandemic during the second quarter,increasing total harvest volumes by 15% year-over-year and generating comparable timber sales revenue and Harvest EBITDA to prior yearperiod. Projections under these circumstances are necessarily guarded and subject to change, but the COVID-19 pandemic is shifting demandpatterns to favor pulp-related products. As such, we expect demand for pulp-related products, necessary for paper and packaging, to remainstable, and lumber demand related to the housing market to suffer at least in the short term. Although demand for sawtimber improvedthroughout the second quarter, the exact timing and pace of the recovery are uncertain as certain markets have reopened, some of which havesince experienced a resurgence of COVID-19 cases, while others remain closed or are enforcing extended quarantines. However, given theongoing and dynamic nature of the circumstances, it is not possible to predict how long the impact of the coronavirus outbreak on theeconomic environment and on our business will last or how significant it will ultimately be. A sustained decline in the economy as a result ofthe COVID-19 pandemic and the demand for timber could materially and adversely impact our business, results of operations and financialcondition and our ability to make distributions to our stockholders.

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The ultimate risk posed by COVID-19 remains uncertain; however, reports as of the date hereof suggest that it poses a material risk to ourbusiness, results of operations and financial condition, including as a result of (1) declines in our harvest volumes due to (i) a deterioration inthe housing market and a resulting decrease in demand for our sawtimber, (ii) a decline in production level at our customers' mills due toinstances of COVID-19 among their employees or decreased demand for their products and (iii) the effects of COVID-19 on contract loggingoperations, transportation and other critical third-party providers; (2) the inability to complete timberland sales due to the inability ofpotential buyers to complete title searches and other customary due diligence, including as a result of state and local government officeclosures; (3) effects on key employees, including operational management personnel and those charged with preparing, monitoring andevaluating the company’s financial reporting and internal controls; and (4) market volatility and market downturns negatively impacting thetrading of our common stock.

In view of the rapidly changing business environment, unprecedented market volatility and heightened degree of uncertainty resulting fromCOVID-19, we are currently unable to fully determine its future impact on our business. However, we are monitoring the progression of thepandemic and its potential effect on our financial position, results of operations, and cash flows. We will continue to actively monitor thesituation and may take further actions that alter our business operations as may be required by federal, state or local authorities or that wedetermine are in the best interests of our employees, customers, suppliers and shareholders. We are bolstered by our delivered wood modeland fiber supply agreements, which provide a steady source of demand from reliable counterparties. With respect to liquidity, we believe wehave access to adequate liquidity and capital resources, including cash flow generated from operations, cash on-hand and borrowing capacity,necessary to meet our current and future obligations that become due over the next 12 months. We currently have no plans to reduceanticipated spending on capital investment projects. After our deleveraging initiatives and other balance sheet strengthening in 2019 and thefirst half of 2020, we believe we are well positioned to weather the economic turmoil.

Timberland Portfolio

As of June 30, 2020, we wholly owned interests in 413,900 acres of high-quality industrial timberland in the U.S. South and PacificNorthwest, consisting of 391,700 acres of fee timberlands and 22,200 acres of leased timberlands. Our wholly-owned timberlands are locatedwithin attractive fiber baskets encompassing a diverse group of pulp, paper and wood products manufacturing facilities. Our Southerntimberlands consisted of 72% pine plantations by acreage and 53% sawtimber by volume. Our Pacific Northwest timberlands consisted of90% productive acres and 82% sawtimber by volume. Our leased timberlands include 22,200 acres under one long-term lease expiring in2022, which we refer to as the LTC Lease. Wholly-owned timberland acreage by state is listed below:

Acres by state as of June 30, 2020 (1) Fee Lease TotalSouth

Alabama 67,800 1,800 69,600 Florida 2,000 — 2,000

Georgia 232,300 20,400 252,700

North Carolina 100 — 100

South Carolina 71,400 — 71,400 373,600 22,200 395,800

Pacific Northwest

Oregon 18,100 — 18,100

Total 391,700 22,200 413,900

(1) Represents wholly-owned acreage only; excludes ownership interest in acreage acquired by joint ventures.

As of June 30, 2020, our wholly-owned timber inventory consisted of an estimated 16.5 million tons of merchantable inventory with thefollowing components:

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(in millions) Tons

Merchantable timber inventory: (1) Fee Lease TotalPulpwood 7.2 0.4 7.6

Sawtimber (2) 8.6 0.3 8.9

Total 15.8 0.7 16.5

(1) Merchantable timber inventory does not include current year growth. Pacific Northwest merchantable timber inventory is converted from MBF to tons using afactor of eight.

(2) Includes chip-n-saw and sawtimber.

In addition to our wholly-owned timberlands, we had the following investments in joint ventures as of June 30, 2020 (see Note 4 —Unconsolidated Joint Ventures to our accompanying consolidated financial statements for further details):

As of June 30, 2020Dawsonville Bluffs Joint Venture Triple T Joint Venture

Ownership percentage 50.0% 22.0% (1)

Acreage owned by the joint venture — 1,091,600Merchantable timber inventory (million tons) — 42.3 (2)

Location Georgia Texas(1) Represents our share of total partner capital contributions.(2) Triple T considers inventory to be merchantable at age 12. Merchantable timber inventory does not include current year growth.

Segment Information

We have three reportable segments: Harvest, Real Estate and Investment Management. Our Harvest segment includes wholly-owned timberassets and associated timber sales, other revenues and related expenses. Our Real Estate segment includes timberland sales, cost oftimberland sales and large dispositions. Our Investment Management segment includes investments in and income (loss) fromunconsolidated joint ventures and asset management fee revenues earned for the management of these joint ventures. General andadministrative expenses, along with other expense and income items, are not allocated among segments. For additional information, see Note9 — Segment Information to our accompanying consolidated financial statements.

Timber Agreements

A significant portion of our timber sales is derived from the Mahrt Timber Agreements under which we sell specified amounts of timber toWestRock subject to market pricing adjustments. For full year 2020, WestRock is required to purchase a minimum of 409,000 tons of timberunder the Mahrt Timber Agreements. For the six months ended June 30, 2020, WestRock purchased 181,900 tons under the Mahrt TimberAgreements, which represented 11% of our net timber sales revenue. WestRock has historically purchased tonnage that exceeded theminimum requirement under the Mahrt Timber Agreements. See Note 7 — Commitments and Contingencies to our accompanyingconsolidated financial statements for additional information regarding the material terms of the Mahrt Timber Agreements.

We assumed a pulpwood supply agreement with IP (the "Carolinas Supply Agreement") in connection with a timberland acquisition in 2016.For full year 2020, IP is required to purchase a minimum of 82,000 tons of pulpwood under the Carolinas Supply Agreement. During the sixmonths ended June 30, 2020, we sold 31,500 tons under the Carolinas Supply Agreement, which represented 2% of our net timber salesrevenue.

Liquidity and Capital Resources

Overview

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Cash flows generated from our operations are primarily used to fund recurring expenditures and distributions to our stockholders. Theamount of distributions to common stockholders is authorized by our board of directors and is dependent upon a number of factors, includingfunds deemed available for distribution based principally on our current and future projected operating cash flows, less capital requirementsnecessary to maintain our existing timberland portfolio. In determining the amount of distributions to common stockholders, we also considerour financial condition, our expectations of future sources of liquidity, current and future economic conditions, market demand for timber andtimberlands, and tax considerations, including the annual distribution requirements necessary to maintain our status as a REIT under theCode.

In determining how to allocate cash resources in the future, we will initially consider the source of the cash. We anticipate using a portion ofcash generated from operations, after payments of periodic operating expenses and interest expense, to fund certain capital expendituresrequired for our timberlands. Any remaining cash generated from operations may be used to partially fund timberland acquisitions and paydistributions to stockholders. Therefore, to the extent that cash flows from operations are lower, timberland acquisitions and stockholderdistributions are anticipated to be lower as well. Capital expenditures, including new timberland acquisitions, are generally funded with cashflow from operations or existing debt availability; however, proceeds from future debt financings, and equity and debt offerings may be usedto fund capital expenditures, acquire new timberland properties, invest in joint ventures, and pay down existing and future borrowings. Fromtime to time, we also sell certain large timberland properties in order to generate capital to fund capital allocation priorities, including but notlimited to redeployment into more desirable timberland investments, pay down of outstanding debt or repurchase of shares of our commonstock. Such large dispositions are typically larger in size and more infrequent than sales under our normal land sales program.

Shelf Registration Statement and Equity Offerings

On February 28, 2020, we filed a shelf registration statement on Form S-3 (File No. 333-236793) with the SEC, which was declared effectiveon May 7, 2020. Our shelf registration statement provides us with future flexibility to offer, from time to time and in one or more offerings,up to $600 million in an undefined combination of debt securities, common stock, preferred stock, depositary shares, or warrants. The termsof any such future offerings would be established at the time of an offering. On May 7, 2020, we entered into a distribution agreement with agroup of sales agents relating to the sale from time to time of up to $75 million in shares of our common stock in at-the-market offerings oras otherwise agreed with the applicable sales agent, including in block transactions. These shares are registered with the SEC under our shelfregistration statement. As of June 30, 2020, we have not sold any shares of common stock under the distribution agreement.

Amendment to Amended Credit Agreement

On May 1, 2020, we entered into an amendment to our credit agreement dated as of December 1, 2017, as amended on August 22, 2018, June28, 2019 and February 12, 2020 with CoBank, which provided for, among other things: (1) the removal of the LTV ratio covenant reduction,from 50% to 45%, which would have otherwise been effective on December 31, 2021; (2) the removal of the minimum liquidity balance of$25.0 million, which enables us to draw down more proceeds for working capital or other purposes if needed under our Revolving CreditFacility; (3) a reduction in the Multi-Draw Term Facility commitment from $200 million to $150 million, which still provides us with amplecapacity for future acquisitions while lowering our unused commitment fees; and (4) the ability to make additional investments in jointventures during 2020 if we meet certain LTV ratio requirements.

The table below presents the details of each credit facility under the Amended Credit Agreement as of June 30, 2020:

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(dollars in thousands)

Facility Name Maturity Date Interest Rate(1)

Unused CommitmentFee Total Capacity

OutstandingBalance

RemainingCapacity

Revolving Credit Facility 12/1/2022 LIBOR + 1.90% 0.35% $ 35,000 $ — $ 35,000

Multi-Draw Term Facility 12/1/2024 LIBOR + 1.90% 0.35% 150,000 34,086 115,914

Term Loan A-1 12/23/2024 LIBOR + 1.75% N/A 100,000 100,000 —

Term Loan A-2 12/1/2026 LIBOR + 1.90% N/A 100,000 100,000 —

Term Loan A-3 12/1/2027 LIBOR + 2.00% N/A 68,619 68,619 —

Term Loan A-4 8/22/2025 LIBOR + 1.70% N/A 140,000 140,000 $ —

Total $ 593,619 $ 442,705 $ 150,914

(1) The applicable LIBOR margin on the Revolving Credit Facility and the Multi-Draw Term Facility ranges from a base rate plus between 0.50% to 1.20% or aLIBOR rate plus 1.50% to 2.20%, depending on the LTV ratio. The unused commitment fee rates also depend on the LTV ratio.

Borrowings under the Revolving Credit Facility may be used for general working capital, to support letters of credit, to fund cash earnestmoney deposits, to fund acquisitions in an amount not to exceed $5.0 million, and for other general corporate purposes. The Multi-DrawTerm Facility, which is interest only until its maturity date, may be used to finance timberland acquisitions and associated expenses, to fundinvestment in joint ventures, to fund the repurchase of our common stock, and to reimburse payments of drafts under letters of credit.

Patronage Dividends

We are eligible to receive annual patronage dividends from our lenders (the "Patronage Banks") under the Amended Credit Agreement. Theannual patronage dividend depends on the weighted-average patronage-eligible debt balance with each participating lender during therespective fiscal year, as calculated by CoBank, as well as the financial performance of the Patronage Banks. In March 2020, we receivedpatronage dividends of $4.1 million, including $4.0 million of standard patronage dividends and a $0.1 million special patronage dividend.75% of the standard patronage dividends was received in cash and the remaining 25% was received in equity in Patronage Banks. The equitycomponent of the patronage dividend is redeemable for cash only at the discretion of the Patronage Banks' board of directors. The specialpatronage dividend was received in cash. For the three months ended June 30, 2020, we accrued $0.9 million of patronage dividendsreceivable for 2020. For the six months ended June 30, 2020, we accrued $1.8 million of patronage dividends receivable for 2020,approximately 75% of which is expected to be received in cash in March 2021.

Debt Covenants

As of June 30, 2020, the Amended Credit Agreement contains, among others, the following financial covenants which:

• limit the LTV ratio to 50%;

• require maintenance of a FCCR of not less than 1.05:1.00 at any time; and

• limit the aggregate capital expenditures to 1% of the value of the timberlands during any fiscal year.

We were in compliance with the financial covenants of the Amended Credit Agreement as of June 30, 2020.

Interest Rate Swaps

As of June 30, 2020, we had two outstanding interest rate swaps, which effectively fixed the interest rate on $275.0 million of our $442.7million variable-rate debt at 3.98%, inclusive of the applicable spread but before considering patronage dividends. See Note 6 —Interest RateSwaps to our accompanying financial statements for further details on our interest rate swaps.

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Share Repurchase Program

On August 7, 2015, our board of directors approved a share repurchase program for up to $30.0 million of our common stock atmanagement's discretion (the "SRP"). The program has no set duration and the board may discontinue or suspend the program at any time.During the three months ended June 30, 2020, we repurchased 8,648 shares of our common stock at an average price of $7.76 per share for atotal of $0.1 million under the SRP, including transaction costs. During the six months ended June 30, 2020, we repurchased 304,719 sharesof our common stock at an average price of $6.53 per share for a total of $2.0 million under the SRP, including transaction costs. All commonstock purchases under the SRP were made in open-market transactions and were funded with cash on-hand. As of June 30, 2020, we had 48.8million shares of common stock outstanding and may repurchase up to an additional $13.7 million under the SRP. We can borrow up to $30.0million under the Multi-Draw Term Facility to repurchase our common stock. Management believes that opportunistic repurchases of ourcommon stock are a prudent use of capital resources.

Short-Term Liquidity and Capital Resources

Net cash provided by operating activities for the six months ended June 30, 2020 was $20.0 million, $2.8 million higher than the six monthsended June 30, 2019. Cash provided by operating activities consisted primarily of receipts from customers for timber, timberland sales andasset management fees, reduced by payments for operating costs, general and administrative expenses, and interest expense. The increasewas primarily due to a $3.6 million decrease in cash paid for interest as a result of lower average outstanding debt balance and lower interestrates, a $3.5 million higher working capital change ($2.0 million of which related to post-retirement benefits payable), and a $1.8 millionincrease in net timber sales, offset by a $3.7 million decrease in net proceeds from timberland sales, $1.5 million paid in connection with ourformer CEO's retirement, and a $0.3 million decrease in other revenues.Net cash provided by investing activities for the six months ended June 30, 2020 was $12.5 million as compared to $4.0 million for the sixmonths ended June 30, 2019. We received $15.6 million more in gross proceeds from large dispositions in the six months ended June 30,2020. We invested an additional $5.0 million in the Triple T Joint Venture, incurred $1.6 million more in capital expenditures, and received$0.4 million less in cash distributions from the Dawsonville Bluffs Joint Venture during the six months ended June 30, 2020 as compared to2019.Net cash used in financing activities for the six months ended June 30, 2020 was $34.7 million as compared to $16.0 million for the sixmonths ended June 30, 2019. We paid down $20.9 million of our outstanding debt balance on the Multi-Draw Term Facility with netproceeds received from large dispositions. We paid cash distributions of $13.2 million to our stockholders during the first half of 2020,funded from net cash provided by operating activities. We repurchased $3.1 million of shares of our common stock using cash on-hand andpaid $1.5 million in interest expense pursuant to the terms of our interest rate swaps during the six months ended June 30, 2020. Additionally,we paid $1.0 million in deferred financing costs during the first half of 2020, in which $0.9 million was paid in connection with theamendment to our credit agreement in May 2020. We also borrowed $5.0 million under our Multi-Draw Term Facility to fund the additionalequity investment in the Triple T Joint Venture.

We believe that we have access to adequate liquidity and capital resources, including cash flow generated from operations, cash on-hand andborrowing capacity, necessary to meet our current and future obligations that become due over the next 12 months. As of June 30, 2020, wehad a cash balance of $9.4 million and had access to $150.9 million of additional borrowing capacity under the Amended Credit Agreement.

Long-Term Liquidity and Capital Resources

Over the long-term, we expect our primary sources of capital to include net cash flows from operations, including proceeds from timbersales, timberland sales, asset management fees, and distributions from unconsolidated joint ventures, and from other capital raising activities,including large dispositions, proceeds from secured or unsecured financings from banks and other lenders; and public offerings of equity ordebt securities. Our principal demands for

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capital include operating expenses, interest expense on any outstanding indebtedness, repayment of debt, timberland acquisitions, certainother capital expenditures, and stockholder distributions.

Contractual Obligations and Commitments

As of June 30, 2020, our contractual obligations were as follows:Payments Due by Period

(in thousands) Total 2020 2021-2022 2023-2024 Thereafter

Debt obligations (1) $ 442,705 $ — $ — $ 134,086 $ 308,619

Estimated interest on debt obligations (1) (2) $ 86,572 $ 7,163 $ 28,651 $ 28,604 $ 22,154

Operating lease obligations (3) $ 4,958 $ 611 $ 1,592 $ 882 $ 1,873

Total $ 534,235 $ 7,774 $ 30,243 $ 163,572 $ 332,646

(1) Represents respective obligations under our Amended Credit Agreement as of June 30, 2020, of which $408.6 million was outstanding under the term loans and $34.1 million wasoutstanding under the Multi-Draw Term Facility.

(2) Amounts are before the consideration of patronage dividends and include the impact of interest rate swaps. See Note 5 — Notes Payable and Lines of Credit and Note 6 — InterestRate Swaps to our accompanying consolidated financial statements for additional information.

(3) Represents future payments for our office lease and timberland operating lease. See Note 7 — Commitments and Contingencies to our accompanying consolidated financial statementsfor additional information.

Distributions

Our board of directors has authorized cash distributions quarterly. The amount of future distributions that we may pay will be authorized byour board of directors. During the six months ended June 30, 2020, our board of directors authorized the following distributions:

Declaration Date Record Date Payment Date Distribution Per ShareFebruary 13, 2020 February 28, 2020 March 16, 2020 $0.135

May 4, 2020 May 29, 2020 June 15, 2020 $0.135

For the six months ended June 30, 2020, we paid total distributions of $13.2 million, including $0.1 million paid to the limited partners ofCatchMark Timber OP. The distributions were funded from net cash provided by operating activities.

On August 3, 2020, we declared a cash dividend of $0.135 per share for our common stockholders of record on August 31, 2020, payable onSeptember 15, 2020.

Results of Operations

Overview

Our results of operations are materially impacted by the fluctuating nature of timber prices, changes in the levels and mix of our harvestvolumes and associated depletion expense, changes to associated depletion rates, the level of timberland sales, management fees earned, largedispositions, varying interest expense based on the amount and cost of outstanding borrowings, and performance of our unconsolidated jointventures.

Timber sales volumes, harvest mix, net timber sales prices, timberland sales, large dispositions, and changes in the levels and composition forthe three months and six months ended June 30, 2020 and 2019 are shown in the following tables:

Three Months Ended June 30, Change 2020 2019 %

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ConsolidatedTimber sales revenue $ 16,173 $ 16,273 (1)%Timberland sales revenue $ 1,673 $ 8,224 (80)%Asset management fees revenue $ 2,857 $ 2,841 1 %

Timber sales volume (tons)Pulpwood 354,290 304,077 17 %Sawtimber (1) 213,618 190,549 12 %

567,908 494,626 15 %

U.S. SouthTimber sales revenue $ 14,565 $ 15,043 (3)%

Timber sales volume (tons)Pulpwood 351,605 302,788 16 %Sawtimber (1) 195,043 177,325 10 %

546,648 480,113 14 %

Harvest MixPulpwood 64 % 63 %Sawtimber (1) 36 % 37 %

Delivered % as of total volume 61 % 74 % Stumpage % as of total volume 39 % 26 %

Net timber sales price (per ton) (2)

Pulpwood $ 12 $ 14 (12)%Sawtimber (1) $ 23 $ 24 (8)%

Timberland salesGross sales $ 1,673 $ 8,224 (80)%Acres sold 1,100 4,000 (73)%% of fee acres 0.3 % 0.9 %Price per acre (3) $ 1,564 $ 2,072 (25)%

Large Dispositions (4)

Gross sales $ — $ 5,475 Acres sold — 3,600 Price per acre $ — $ 1,500

Pacific NorthwestTimber sales revenue $ 1,608 $ 1,230 31 %

Timber sales volume (tons)Pulpwood 2,685 1,289 108 %Sawtimber 18,575 13,224 40 %

21,260 14,513 46 %

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Harvest MixPulpwood 13 % 9 %Sawtimber 87 % 91 %

Delivered % as of total volume 100 % 87 % Stumpage % as of total volume — % 13 %

Delivered timber sales price (per ton) (2)

Pulpwood $ 29 $ 37 (22)%Sawtimber $ 84 $ 94 (11)%

(1) Includes chip-n-saw and sawtimber.(2) Prices per ton are rounded to the nearest dollar and shown on a delivered basis which includes contract logging and hauling costs.(3) Excludes value of timber reservations, which retained 25,000 tons and 6,000 tons of merchantable inventory, respectively, with a sawtimber mix of 62% and 6%,

respectively, for the three months ended June 30, 2020 and 2019.(4) Large dispositions are sales of blocks of timberland properties in one or several transactions with the objective to generate proceeds to fund capital allocation

priorities. Large dispositions are typically larger transactions in acreage and gross sales price than recurring HBU sales and are not part of core operations, areinfrequent in nature and would cause material variances in comparative results if not reported separately. Large dispositions may or may not have a higher or betteruse than timber production or result in a price premium above the land’s timber production value.

Six Months Ended June 30, Change 2020 2019 %ConsolidatedTimber sales revenue $ 34,339 $ 32,824 5 %Timberland sales revenue $ 6,452 $ 10,314 (37)%Asset management fees revenue $ 5,832 $ 5,683 3 %

Timber sales volume (tons)Pulpwood 678,670 598,824 13 %Sawtimber (1) 484,133 382,694 27 %

1,162,803 981,518 18 %

U.S. SouthTimber sales revenue $ 30,837 $ 31,122 (1)%

Timber sales volume (tons)Pulpwood 671,574 597,313 12 %Sawtimber (1) 445,015 364,858 22 %

1,116,589 962,171 16 %

Harvest MixPulpwood 60 % 62 %Sawtimber (1) 40 % 38 %

Delivered % as of total volume 62 % 77 % Stumpage % as of total volume 38 % 23 %

Net timber sales price (per ton) (2)

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Pulpwood $ 13 $ 14 (12)%Sawtimber (1) $ 23 $ 24 (7)%

Timberland salesGross sales $ 6,452 $ 10,314 (37)%Acres sold 4,100 4,900 (16)%% of fee acres 1.0 % 1.1 %Price per acre (3) $ 1,611 $ 2,103 (23)%

Large Dispositions (4)

Gross sales 21,250 $ 5,475 Acres sold 14,400 3,600 Price per acre 1,474 $ 1,500

Pacific NorthwestTimber sales revenue $ 3,502 $ 1,702 106 %

Timber sales volume (tons)Pulpwood 7,096 1,511 370 %Sawtimber 39,118 17,836 119 %

46,214 19,347 139 %

Harvest MixPulpwood 15 % 8 %Sawtimber 85 % 92 %

Delivered % as of total volume 91 % 90 % Stumpage % as of total volume 9 % 10 %

Delivered timber sales price (per ton) (2)

Pulpwood $ 30 $ 38 (19)%Sawtimber $ 87 $ 96 (9)%

(1) Includes chip-n-saw and sawtimber.(2) Prices per ton are rounded to the nearest dollar and shown on a delivered basis which includes contract logging and hauling costs.(3) Excludes value of timber reservations, which retained 115,000 tons and 6,000 tons of merchantable inventory, respectively, with a sawtimber mix of 52% and 6%,

respectively, for the six months ended June 30, 2020 and 2019.(4) Large dispositions are sales of blocks of timberland properties in one or several transactions with the objective to generate proceeds to fund capital allocation

priorities. Large dispositions are typically larger transactions in acreage and gross sales price than recurring HBU sales and are not part of core operations, areinfrequent in nature and would cause material variances in comparative results if not reported separately. Large dispositions may or may not have a higher or betteruse than timber production or result in a price premium above the land’s timber production value.

We generated $16.2 million of gross timber sales revenue in the second quarter, comparable to the second quarter in 2019 despite the ongoingeconomic impacts of the COVID-19 pandemic. Harvest volume was 15% higher than the prior year quarter while prices were lower, whichwas mainly a reflection of price declines seen throughout the U.S. South and Pacific Northwest markets. In the U.S. South, our currentquarter harvest mix consisted of a lower percentage from the Coastal Georgia and the Carolinas markets, which are among the top pulpwoodmarkets in the U.S. South.

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In the U.S. South, our harvest volume was 14% higher than the prior year quarter, primarily due to consistent mill uptime bolstered by strongdemand for home remodeling and improvement products during the COVID-19 pandemic. Our delivered wood crews were well positioned torespond to increasing mill needs that lined up well with our thinning and harvesting plans. In addition, we were able to capitalize onstumpage sale opportunities in a very tight inventory environment due to our presence in strong mill markets, including sales to keycustomers outside of existing supply agreements. As a result, our stumpage sales volume increased 69% as compared to the same period lastyear.

Our realized stumpage prices for pulpwood and sawtimber were 12% and 8% lower, respectively, compared to the prior year quarter, trendingwith 12% and 13% decreases in South-wide average prices as tracked by TimberMart-South from the prior year quarter. However, ourrealized stumpage prices continue to hold a significant premium over South-wide averages as a result of operating in strong micro-marketswhere we selectively assembled our prime timberlands portfolio.

Comparison of the three months ended June 30, 2020 versus the three months ended June 30, 2019

Revenues. Revenues for the three months ended June 30, 2020 were $21.8 million, $6.9 million lower than the three months ended June 30,2019 as a result of a $6.6 million decrease in timberland sales revenue and a $0.3 million decrease in other revenues. Timberland salesrevenue decreased by $6.6 million due to selling fewer acres in the current quarter and lower per-acre sales price as a result of sellingtimberlands with lower percentage of pine plantation and higher timber reservations. Other revenues were higher in 2019 due to a $0.3million gain from an early lease termination.

Timber sales revenue by product for the three months ended June 30, 2020 and 2019 is shown in the following table:

Three Months EndedJune 30, 2019

Changes attributable to: Three Months EndedJune 30, 2020(in thousands) Price/Mix Volume

Timber sales (1)

Pulpwood $ 8,239 $ (579) $ 381 $ 8,041

Sawtimber (2) 8,034 (630) 728 8,132 $ 16,273 $ (1,209) $ 1,109 $ 16,173

(1) Timber sales are presented on a gross basis.(2) Includes chip-n-saw and sawtimber.

Operating Expenses. Contract logging and hauling costs were $7.0 million for the three months ended June 30, 2020, $0.2 million lower thanprior year quarter due to a $0.6 million decrease in the U.S. South, offset by an increase in the Pacific Northwest. U.S. South deliveredvolume was 6% lower than prior year quarter and our blended logging rate decreased 4%.

Depletion expense increased 11% to $6.7 million for the three months ended June 30, 2020 from $6.0 million for the three months endedJune 30, 2019 due to higher harvest volumes offset by lower blended depletion rates in both U.S. South and in the Pacific Northwest. Wecalculate depletion rates annually by dividing the beginning merchantable inventory book value, after the write-off of accumulated depletion,by current standing timber inventory volume. Before the impact of any future acquisitions or significant land sales, the merchantable bookvalue is expected to decrease over time due to depletion while the standing timber inventory volume is expected to stay relatively stable dueto our sustainable harvest management practices. Therefore, we generally expect the depletion rates of our current portfolio to decrease overtime.

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Cost of timberland sales decreased to $1.5 million for the three months ended June 30, 2020 from $6.9 million for the three months endedJune 30, 2019 as we sold fewer acres in 2020 and our per-acre cost basis was lower than 2019.

General and administrative expenses were $3.0 million for the three months ended June 30, 2020, $0.2 million lower than 2019 primarily dueto a decrease in non-recurring legal fees from the prior year quarter.

Interest expense. Interest expense decreased $0.6 million, or 14%, to $4.1 million for the three months ended June 30, 2020 primarily due to a$1.4 million decrease in interest paid, offset by a $0.4 million write-off of deferred financing costs as a result of entering into the AmendedCredit Agreement, and $0.4 million of amortization of the off-market swap value at hedge inception in the current year quarter. We paid lessinterest as a result of an 8% decrease in average outstanding debt balance and a lower weighted-average interest rate compared to the prioryear quarter.

Gain on large dispositions. During the three months ended June 30, 2020, we did not complete any large dispositions. During the sameperiod in 2019, we recognized a gain of $0.8 million on the disposition of 3,600 acres of our wholly-owned timberlands.

Loss from unconsolidated joint ventures. During the quarter, we made an additional equity investment of $5.0 million in the Triple T JointVenture and recognized a $2.3 million loss from the unconsolidated joint venture under the HLBV method of accounting. We had previouslyrecognized cumulative HLBV losses of $200.0 million as of December 31, 2019, reducing the carrying value of our investment to zero andceasing the recognition of additional losses from the Triple T Joint Venture under equity method accounting. For the three months ended June30, 2019, we recognized a $28.6 million loss from the Triple T Joint Venture.

Net loss. Our net loss decreased by $24.4 million to $6.2 million for the three months ended June 30, 2020 from $30.6 million for the threemonths ended June 30, 2019 primarily due to a $26.3 million decrease in losses allocated from the Triple T Joint Venture, offset by a $1.1million decrease in net timberland sales. Our net loss per share for the three months ended June 30, 2020 and 2019 was $0.13 and $0.62,respectively.

Comparison of the six months ended June 30, 2020 versus the six months ended June 30, 2019

Revenues. Revenues for the six months ended June 30, 2020 were $48.7 million, $2.5 million lower than the six months ended June 30, 2019as a result of a $3.9 million decrease in timberland sales revenue, offset by a $1.5 million increase in timber sales revenue and a $0.3 milliondecrease in other revenues. Timberland sales revenue decreased by $3.9 million due to selling fewer acres in the first half of 2020, with alower per-acre sales price as a result of a lower average merchantable inventory stocking level and higher timber reservations. Gross timbersales revenue increased by $1.5 million, or 5%, primarily as a result of a $1.8 million increase in timber sales revenue from the PacificNorthwest driven by volume increases. Other revenues were higher in 2019 due to a $0.3 million gain from an early lease termination.

Timber sales revenue by product for the six months ended June 30, 2020 and 2019 is shown in the following table:

Six Months EndedJune 30, 2019

Changes attributable to: Six Months EndedJune 30, 2020(in thousands) Price/Mix Volume

Timber sales (1)

Pulpwood $ 16,972 $ (1,147) $ 29 $ 15,854

Sawtimber (2) 15,852 (955) 3,588 18,485 $ 32,824 $ (2,102) $ 3,617 $ 34,339

(1) Timber sales are presented on a gross basis.(2) Includes chip-n-saw and sawtimber.

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Operating Expenses. Contract logging and hauling costs were $14.3 million for the six months ended June 30, 2020, $0.3 million lower thanthe prior year as a result of a $1.5 million decrease in the U.S. South, offset by a $1.2 million increase in the Pacific Northwest. U.S. Southdelivered volume was 7% lower and our blended logging rate decreased 4%.

Depletion expense increased 21% to $13.6 million for the six months ended June 30, 2020 from $11.3 million for the six months endedJune 30, 2019 due to a $1.0 million increase in the U.S. South and a $1.3 million increase in the Pacific Northwest. The increase in the U.S.South was driven by a 16% increase in total harvest volume. The increase in the Pacific Northwest was a result of growing harvest volumefrom 19,300 tons in the first half of 2019 to 46,200 tons in the first half of 2020. Depletion rates in both regions decreased from the prior yearperiod.

Cost of timberland sales decreased to $4.9 million for six months ended June 30, 2020 from $8.5 million for the six months ended June 30,2019 as we sold fewer acres in 2020 and the per-acre cost basis was lower than in 2019.

Forestry management expenses increased 5% to $3.5 million for the six months ended June 30, 2020 from $3.3 million for the six monthsended June 30, 2019 primarily as a result of a $0.2 million increase in allocated personnel costs.

General and administrative expenses were $10.3 million for the six months ended June 30, 2020, $3.7 million higher than the prior yearprimarily as a result of recognizing non-recurring post-employment benefits of $3.5 million related to the retirement of our former CEO inJanuary 2020, of which $1.2 million represents the incremental non-cash stock-based compensation expense related to the accelerated vestingof his outstanding equity awards. See further detail in Note 8 - Stock-based Compensation to our accompanying consolidated financialstatements for additional information.

Interest expense. Interest expense decreased $1.3 million to $8.0 million for the six months ended June 30, 2020 primarily due to a$2.5 million net decrease in interest on our outstanding debt as a result of a lower average outstanding debt balance and lower weighted-average interest rates, offset by a $0.9 million increase in non-cash interest expense related to the amortization of the off-market swap valueat hedge inception in the current period, and a $0.4 million write-off of deferred financing costs as a result of entering into the AmendedCredit Agreement. See Note 5 — Notes Payable and Lines of Credit to our accompanying consolidated financial statements.

Gain on large dispositions. During the six months ended June 30, 2020, we recognized a gain of $1.3 million on the disposition of 14,400acres of our wholly-owned timberlands.

Loss from unconsolidated joint ventures. During the period, we made an additional equity investment of $5.0 million in the Triple T JointVenture and recognized a $2.3 million loss from the unconsolidated joint venture under the HLBV method of accounting. We had previouslyrecognized cumulative HLBV losses of $200.0 million as of December 31, 2019, reducing the carrying value of our investment to zero andceasing the recognition of additional losses from the Triple T Joint Venture under equity method accounting. For the six months ended June30, 2019, we recognized a $56.1 million loss from the Triple T Joint Venture.

Net loss. Our net loss decreased by $50.5 million to $10.4 million for the six months ended June 30, 2020 from $61.0 million for the sixmonths ended June 30, 2019 primarily due to a $53.8 million decrease in losses allocated from the Triple T Joint Venture offset by a $3.7million increase in general and administrative expenses. Our net loss per share for the six months ended June 30, 2020 and 2019 was $0.21and $1.24, respectively.

Adjusted EBITDA

The discussion below is intended to enhance the reader’s understanding of our operating performance and ability to satisfy lenderrequirements. EBITDA is a non-GAAP financial measure of operating performance. EBITDA is defined by the SEC as earnings beforeinterest, taxes, depreciation and amortization; however, we have excluded certain other expenses which we believe are not indicative of theongoing operating results of our timberland

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portfolio, and we refer to this measure as Adjusted EBITDA (see the reconciliation table below). As such, our Adjusted EBITDA may not becomparable to similarly titled measures reported by other companies. Due to the significant amount of timber assets subject to depletion,significant income (losses) from unconsolidated joint ventures based on HLBV, and the significant amount of financing subject to interestand amortization expense, management considers Adjusted EBITDA to be an important measure of our financial performance. By providingthis non-GAAP financial measure, together with the reconciliation below, we believe we are enhancing investors’ understanding of ourbusiness and our ongoing results of operations, as well as assisting investors in evaluating how well we are executing our strategic initiatives.Items excluded from Adjusted EBITDA are significant components in understanding and assessing financial performance. Adjusted EBITDAis a supplemental measure of operating performance that does not represent and should not be considered in isolation or as an alternative to,or substitute for net income, cash flow from operations, or other financial statement data presented in accordance with GAAP in ourconsolidated financial statements as indicators of our operating performance. Adjusted EBITDA has limitations as an analytical tool andshould not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. Some of the limitations are:

• Adjusted EBITDA does not reflect our capital expenditures, or our future requirements for capital expenditures;

• Adjusted EBITDA does not reflect changes in, or our interest expense or the cash requirements necessary to service interest orprincipal payments on, our debt;

• Although depletion is a non-cash charge, we will incur expenses to replace the timber being depleted in the future, and AdjustedEBITDA does not reflect all cash requirements for such expenses; and

• Although HLBV income and losses are primarily hypothetical and non-cash in nature, Adjusted EBITDA does not reflect cash incomeor losses from unconsolidated joint ventures for which we use the HLBV method of accounting to determine our equity in earnings.

• Adjusted EBITDA does not reflect the cash requirements necessary to fund post-employment benefits or transaction costs related toacquisitions, investments, joint ventures or new business initiatives, which may be substantial.

Due to these limitations, Adjusted EBITDA should not be considered as a measure of discretionary cash available to us to invest in thegrowth of our business. Our credit agreement contains a minimum debt service coverage ratio based, in part, on Adjusted EBITDA since thismeasure is representative of adjusted income available for interest payments. We further believe that our presentation of this non-GAAPfinancial measurement provides information that is useful to analysts and investors because they are important indicators of the strength ofour operations and the performance of our business.

For the three months ended June 30, 2020, Adjusted EBITDA was $9.4 million, a $5.7 million decrease from the three months endedJune 30, 2019, primarily due to a $6.3 million decrease in net timberland sales, offset by a $0.4 million decrease in general and administrativeexpense.

For the six months ended June 30, 2020, Adjusted EBITDA was $22.3 million, a $2.9 million decrease from the six months ended June 30,2019, primarily due to a $3.7 million decrease in net timberland sales, a $0.6 million decrease in Adjusted EBITDA generated by theDawsonville Bluffs Joint Venture, and a $0.3 million decrease in other revenues, offset by a $1.8 million increase in net timber sales.

Our reconciliation of net loss to Adjusted EBITDA for the three months and six months ended June 30, 2020 and 2019 follows:

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` Three Months Ended June 30, Six Months Ended June 30,(in thousands) 2020 2019 2020 2019Net loss $ (6,183) $ (30,565) $ (10,432) $ (60,960) Add:

Depletion 6,707 6,030 13,648 11,298 Interest expense (1) 3,006 4,395 6,256 8,767

Amortization (1) 1,116 229 1,874 687 Depletion, amortization, basis of timberland, mitigationcredits sold included in loss from unconsolidated jointventure (2) — — — 395

Basis of timberland sold, lease terminations and other (3) 1,721 6,668 4,997 8,475 Stock-based compensation expense 705 490 2,577 1,149

(Gain) loss on large dispositions (4) 5 (764) (1,274) (764)

HLBV loss from unconsolidated joint venture (5) 2,311 28,600 2,311 56,088

Post-employment benefits (6) 11 — 2,297 —

Other (7) 36 4 70 114 Adjusted EBITDA $ 9,435 $ 15,087 $ 22,324 $ 25,249

(1) For the purpose of the above reconciliation, amortization includes amortization of deferred financing costs, amortization of operating lease assets and liabilities,amortization of intangible lease assets, and amortization of mainline road costs, which are included in either interest expense, land rent expense, or other operatingexpenses in the accompanying consolidated statements of operations. Includes non-cash basis of timber and timberland assets written-off related to timberlandsold, terminations of timberland leases and casualty losses.

(2) Reflects our share of depletion, amortization, and basis of timberland and mitigation credits sold of the unconsolidated Dawsonville Bluffs Joint Venture.(3) Includes non-cash basis of timber and timberland assets written-off related to timberland sold, terminations of timberland leases and casualty losses.(4) Large dispositions are sales of blocks of timberland properties in one or several transactions with the objective to generate proceeds to fund capital allocation

priorities. Large dispositions may or may not have a higher or better use than timber production or result in a price premium above the land’s timber productionvalue. Such dispositions are infrequent in nature, are not part of core operations, and would cause material variances in comparative results if not reportedseparately.

(5) Reflects HLBV (income) losses from the Triple T Joint Venture, which is determined based on a hypothetical liquidation of the underlying joint venture at bookvalue as of the reporting date.

(6) Reflects one-time, non-recurring post-employment benefits associated with the retirement of our former CEO, including severance pay, payroll taxes, professionalfees, and accrued dividend equivalents.

(7) Includes certain cash expenses paid, or reimbursement received, that management believes do not directly reflect the core business operations of our timberlandportfolio on an on-going basis, including costs required to be expensed by GAAP related to acquisitions, transactions, joint ventures or new business initiatives.

Application of Critical Accounting Policies

There have been no material changes to our critical accounting policies from those disclosed in our Annual Report on Form 10-K for the yearended December 31, 2019.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

As a result of our debt facilities, we are exposed to interest rate changes. Our interest rate risk management objectives are to limit the impactof interest rate changes on earnings and cash flows and to lower our overall borrowing costs. To achieve these objectives, we have enteredinto interest rate swaps, and may enter into other interest rate swaps, caps, or other arrangements in order to mitigate our interest rate risk ona related financial instrument. We do not enter into derivative or interest rate transactions for speculative purposes; however, certain of ourderivatives may not qualify for hedge accounting treatment. All of our debt was entered into for other than

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trading purposes. We manage our ratio of fixed-to-floating-rate debt with the objective of achieving a mix that we believe is appropriate inlight of anticipated changes in interest rates. We closely monitor interest rates and will continue to consider the sources and terms of ourborrowing facilities to determine whether we have appropriately guarded ourselves against the risk of increasing interest rates in futureperiods.

As of June 30, 2020, we had following debt balances outstanding under the Amended Credit Agreement:(in thousands)Credit Facility Maturity Date Interest Rate Outstanding BalanceTerm Loan A-1 12/23/2024 LIBOR + 1.75% $ 100,000 Term Loan A-2 12/1/2026 LIBOR + 1.90% 100,000 Term Loan A-3 12/1/2027 LIBOR + 2.00% 68,619 Term Loan A-4 8/22/2025 LIBOR + 1.70% 140,000 Multi-Draw Term Facility 12/1/2024 LIBOR + 1.90% 34,086

Total Principal Balance $ 442,705

As of June 30, 2020, we had two outstanding interest rate swaps with terms below:(in thousands)

Interest Rate Swap Effective Date Maturity Date Pay Rate Receive Rate Notional Amount2019 Swap - 10YR 11/29/2019 11/30/2029 2.2067% one-month LIBOR $ 200,000 2019 Swap - 7YR 11/29/2019 11/30/2026 2.0830% one-month LIBOR 75,000

Total $ 275,000

As of June 30, 2020, after consideration of the interest rate swaps, $167.7 million of our total debt outstanding was subject to variable interestrates while the remaining $275.0 million was subject to effectively fixed interest rates. A change in the market interest rate impacts the netfinancial instrument position of our effectively fixed-rate debt portfolio; however, it has no impact on interest incurred or cash flows.

Details of our variable-rate and effectively fixed-rate debt outstanding as of June 30, 2020, along with the corresponding average interestrates, are listed below:

Expected Maturity Date(dollars in thousands) 2020 2021 2022 2023 2024 Thereafter TotalMaturing debt:

Variable-rate debt $ — $ — $ — $ — $ 66,786 $ 100,919 $ 167,705 Effectively fixed-rate debt $ — $ — $ — $ — $ 67,300 $ 207,700 $ 275,000

Average interest rate: (1)

Variable-rate debt — % — % — % — % 2.00 % 2.01 % 2.01 %Effectively fixed-rate debt — % — % — % — % 3.98 % 3.98 % 3.98 %

(1) Inclusive of applicable spread but before considering patronage dividends.

As of June 30, 2020, the weighted-average interest rate of our outstanding debt, after consideration of the interest rate swaps, was 3.23%,before considering patronage dividends. A 1.0% change in interest rates would result in a change in interest expense of $1.7 million per year.The amount of effectively variable-rate debt outstanding in the future will largely be dependent upon the level of cash flow from operationsand the rate at which we are able to deploy such cash flow toward repayment of outstanding debt, the acquisition of timberland properties,and investments in joint ventures.

ITEM 4. CONTROLS AND PROCEDURES

Management’s Conclusions Regarding the Effectiveness of Disclosure Controls and Procedures

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We carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer andChief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act)as of the end of the period covered by this report. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officerconcluded that our disclosure controls and procedures were effective as of the end of the period covered by this report in providing areasonable level of assurance that information we are required to disclose in reports that we file or submit under the Exchange Act isrecorded, processed, summarized, and reported within the time periods in SEC rules and forms, including providing a reasonable level ofassurance that information required to be disclosed by us in such reports is accumulated and communicated to our management, includingour Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended June 30, 2020 that have materially affected,or are reasonably likely to materially affect, our internal control over financial reporting. In response to the COVID-19 pandemic, our teamshave been working remotely since the middle of March. We took precautionary measures to ensure our internal control over financialreporting addressed the risks of working in a remote environment. We are continually monitoring and assessing the potential effects of theCOVID-19 pandemic on the design and operating effectiveness of our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, we are party to legal proceedings, which arise in the ordinary course of our business. We are not currently involved in anylegal proceedings of which the outcome is reasonably likely to have a material adverse effect on our results of operations or financialcondition, nor are we aware of any such legal proceedings contemplated by governmental authorities.

ITEM 1A. RISK FACTORS

There are no material changes from the risk factors included in our Annual Report on Form 10-K for the year ended December 31, 2019 andour Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020.

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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities

The following table provides information regarding our purchases of our common stock during the quarter ended June 30, 2020:

PeriodTotal Number of

Shares Repurchased(2)

Average PricePaid per Share

(2)

Total Number ofShares Purchased

as Part ofPublicly

Announced Plansor Programs (1)

AveragePrice Paid

per Share (1)

Maximum Number (OrApproximate Dollar Value) of

Shares that May Yet BePurchased Under the Plans or

Programs (1)

April 1 - April 30 8,648 $ 7.76 8,648 $ 7.76 $ 13.7 millionMay 1 - May 31 — $ — — $ — $ 13.7 millionJune 1 - June 30 4,027 $ 8.52 — $ — $ 13.7 millionTotal 12,675 8,648

(1) See Item 2— Management Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources for details of our SRP.(2) Represents shares purchased for tax withholding purpose or shares purchased as part of our SRP.

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ITEM 6. EXHIBITS

The exhibits required to be filed with this report are set forth below and incorporated by reference herein.ExhibitNumber Description

3.1 Sixth Articles of Amendment and Restatement of CatchMark Timber Trust, Inc. (incorporated by reference to Exhibit 3.1 to theQuarterly Report on Form 10-Q for the quarter ended June 30, 2013 filed on August 9, 2013)

3.2 First Articles of Amendment to the Sixth Articles of Amendment and Restatement of CatchMark Timber Trust, Inc. (incorporated byreference to Exhibit 3.2 to the Registration Statement on Form S-11 (File No. 333-191322) filed on September 23, 2013

3.3 Articles of Amendment of CatchMark Timber Trust, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on October 25, 2013 (the “October 25 Form 8-K”))

3.4 Articles of Amendment of CatchMark Timber Trust, Inc. (incorporated by reference to Exhibit 3.2 to the October 25 Form 8-K)

3.5 Articles Supplementary (incorporated by reference to Exhibit 3.3 to the October 25 Form 8-K)

3.6 Amended and Restated Bylaws (incorporated by reference to Exhibit 3.6 to Registration Statement on Form S-8 (File No. 333-191916) filed on October 25, 2013)

3.7 Amendment No. 1 to Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-Kfiled on January 30, 2020)

10.1* CatchMark Timber Trust, Inc. Amended and Restated Independent Director Compensation Plan (effective as of April 28, 2020), asub-plan of the CatchMark Timber Trust, Inc. 2017 Incentive Plan

10.2* Fourth Agreement Regarding Amendments dated as of May 1, 2020, by and among CatchMark Timber Operating Partnership, L.P.,CoBank ACB and certain financial institutions named therein

10.3** Amended and Restated Limited Partnership Agreement of TexMark Timber Treasury, L.P., dated as of June 24, 2020 (incorporatedby reference to Exhibit 10.1 to the Current Report on Form 8-K filed on June 24, 2020)

10.4** Amended and Restated Asset Management Agreement, dated as of June 24, 2020, between Creek Pine REIT, LLC, Crown PineRealty 1, Inc. and CatchMark TRS Creek Management, LLC (incorporated by reference to Exhibit 10.2 to the Current Report onForm 8-K filed on June 24, 2020)

31.1* Certification of the Principal Executive Officer of the Company, pursuant to Securities Exchange Act Rule 13a-14 and 15d-14 asadopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2* Certification of the Principal Financial Officer of the Company, pursuant to Securities Exchange Act Rules 13a-14 and 15d-14 asadopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1* Certification of the Principal Executive Officer and Principal Financial Officer of the Company, pursuant to 18 U.S.C. Section 1350as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS* XBRL Instance Document — the instance document does not appear in the Interactive Data File because its XBRL tags areembedded within the Inline XBRL document

101.SCH* XBRL Taxonomy Extension Schema Document

101.CAL* XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF* XBRL Taxonomy Extension Definition Linkbase Document

101.LAB* XBRL Taxonomy Extension Label Linkbase Document

101.PRE* XBRL Taxonomy Extension Presentation Linkbase Document

104* Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101)* Filed herewith.** Certain portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf bythe undersigned thereunto duly authorized.

CATCHMARK TIMBER TRUST, INC.(Registrant)

Date: August 3, 2020 By: /s/ Ursula Godoy-Arbelaez

Ursula Godoy-Arbelaez Chief Financial Officer, Senior Vice President, and Treasurer (Principal Financial Officer and Principal Accounting Officer)

51

Exhibit 10.1

CATCHMARK TIMBER TRUST, INC.AMENDED AND RESTATED INDEPENDENT DIRECTOR COMPENSATION PLAN

ARTICLE 1PURPOSE

1.1. BACKGROUND. The Plan is considered to be and shall be operated as a subplan of the Equity Incentive Plan.

1.2. PURPOSE. The purpose of the Plan is to attract, retain and compensate highly-qualified individuals who are not employees ofthe Company or any of its Affiliates for service as members of the Board by providing them with competitive compensation and a direct orindirect ownership interest in the Stock of the Company. The Company intends that the Plan will benefit the Company and its stockholdersby allowing Independent Directors to have a personal financial stake in the Company through a direct or indirect ownership interest in theStock and will closely associate the interests of Independent Directors with that of the Company’s stockholders.

1.3. ELIGIBILITY. Independent Directors of the Company who are Eligible Participants, as defined below, shall automatically beparticipants in the Plan.

ARTICLE 2DEFINITIONS

2.1. DEFINITIONS. Capitalized terms used herein and not otherwise defined shall have the meanings given such terms in theEquity Incentive Plan. Unless the context clearly indicates otherwise, the following terms shall have the following meanings:

(a) “Annual Meeting” means the Company’s annual general meeting of its stockholders to elect members of the Board and transactsuch other business as may be determined by the Company.

(b) “Annual Stock Retainer” means with respect to each Independent Director for each Plan Year, the dollar value to be delivered inthe form of annual Equity Awards under the Plan, as established from time to time by the Board and set forth in Schedule I hereto.

(c) “Base Cash Retainer” means the annual cash retainer (excluding any Supplemental Cash Retainer and expenses) payable by theCompany to an Independent Director pursuant to Section 5.1 hereof for service as a director of the Company, as established fromtime to time by the Board and set forth in Schedule I hereto.

(d) “Board” means the Board of Directors of the Company.

(e) “Charter” means the articles of incorporation of the Company, as such articles of incorporation may be amended from time totime.

(f) “Company” means CatchMark Timber Trust, Inc., a Maryland corporation, or any successor corporation.

Exhibit 10.1

(g) “Effective Date” of the Plan means April 28, 2020.

(h) “Eligible Participant” means any person who is an Independent Director on the Effective Date or becomes an IndependentDirector while this Plan is in effect.

(i) “Equity Award” means stock options, stock awards, restricted stock, restricted stock units, stock appreciation rights, LTIP Units orother awards based on or derived from the Stock which are authorized under the Equity Incentive Plan for award to IndependentDirectors.

(j) “Equity Incentive Plan” means the CatchMark Timber Trust, Inc. 2017 Incentive Plan, and any subsequent equity compensationplan approved by the stockholders and designated by the Board as the Equity Incentive Plan for purposes of this Plan.

(k) “Independent Director” has the meaning given such term in the Charter.

(l) “LTIP Units” have the meaning given such term in the LTI Program Plan.

(m) “LTI Program Plan” means the CatchMark Timber Trust, Inc. LTI Program Plan.

(n) “Non-Executive Chair” means the Independent Director who has been designated by the Board as the Non-Executive Chair underthe Company’s Bylaws.

(o) “Plan” means this CatchMark Timber Trust, Inc. Amended and Restated Independent Director Compensation Plan, as amendedfrom time to time.

(p) “Plan Year(s)” means the calendar year, which, for purposes of the Plan, is the period for which annual retainers are earned.

(q) “Stock” means the Class A common stock, par value $0.01 per share, of the Company.

(r) “Supplemental Cash Retainer” means the supplemental annual cash retainer (excluding Base Cash Retainer and expenses) payableby the Company to an Independent Director pursuant to Section 5.2 hereof for service as Non-Executive Chair or chair of acommittee of the Board, as established from time to time by the Board and set forth in Schedule I hereto.

ARTICLE 3ADMINISTRATION

3.1. ADMINISTRATION. The Plan shall be administered by the Board. Subject to the provisions of the Plan, the Board shall beauthorized to interpret the Plan, to establish, amend and rescind any rules and regulations relating to the Plan, and to make all otherdeterminations necessary or advisable for the administration of the Plan. The Board’s interpretation of the Plan, and all actions taken anddeterminations made by the Board pursuant to the powers vested in it hereunder, shall be conclusive and binding upon all parties concernedincluding the Company, its stockholders and persons granted awards under the Plan. The Board may appoint a plan administrator to carry outthe ministerial functions of the Plan, but the administrator shall have no other authority or powers of the Board.

Exhibit 10.1

3.2. RELIANCE. In administering the Plan, the Board may rely upon any information furnished by the Company, its publicaccountants and other experts. No individual will have personal liability by reason of anything done or omitted to be done by the Company orthe Board in connection with the Plan. This limitation of liability shall not be exclusive of any other limitation of liability to which any suchperson may be entitled under the Company’s Charter or otherwise.

3.3. INDEMNIFICATION. Each person who is or has been a member of the Board or who otherwise participates in theadministration or operation of this Plan shall be indemnified by the Company against, and held harmless from, any loss, cost, liability orexpense that may be imposed upon or incurred by him or her in connection with or resulting from any claim, action, suit or proceeding inwhich such person may be involved by reason of any action taken or failure to act under the Plan and shall be fully reimbursed by theCompany for any and all amounts paid by such person in satisfaction of judgment against him or her in any such action, suit or proceeding,provided he or she will give the Company an opportunity, by written notice to the Board, to defend the same at the Company’s own expensebefore he or she undertakes to defend it on his or her own behalf. This right of indemnification shall not be exclusive of any other rights ofindemnification to which any such person may be entitled under the Company’s Charter, bylaws, contract or Maryland law.

ARTICLE 4SHARES

4.1. SOURCE OF SHARES FOR THE PLAN. The shares of Stock and/or Equity Awards that may be issued pursuant to the Planshall be issued under the Equity Incentive Plan, subject to all of the terms and conditions of the Equity Incentive Plan. The terms contained inthe Equity Incentive Plan are incorporated into and made a part of this Plan with respect to Equity Awards granted pursuant hereto, and anysuch awards shall be governed by and construed in accordance with the Equity Incentive Plan. In the event of any actual or alleged conflictbetween the provisions of the Equity Incentive Plan and the provisions of this Plan, the provisions of the Equity Incentive Plan shall becontrolling and determinative. This Plan does not constitute a separate source of shares for the grant of the Equity Awards described herein.

ARTICLE 5CASH COMPENSATION

5.1. BASE CASH RETAINER. Each Eligible Participant shall be paid a Base Cash Retainer for service as a director during eachPlan Year, payable in such form as shall be elected by the Eligible Participant in accordance with Section 7.1. The amount of the Base CashRetainer shall be established from time to time by the Board. The amount of the Base Cash Retainer is set forth in Schedule I, as amendedfrom time to time by the Board. The Base Cash Retainer shall be payable in approximately equal quarterly installments in advance. Eachperson who first becomes an Eligible Participant on a date other than the beginning of a Plan Year shall be paid a pro rata amount of the BaseCash Retainer for that Plan Year to reflect the actual number of days served in the Plan Year.

5.2. SUPPLEMENTAL CASH RETAINER. The Non-Executive Chair and the chairs of each committee of the Board may bepaid a Supplemental Cash Retainer during a Plan Year, payable at the same times as installments of the Base Cash Retainer are paid and insuch form as shall be elected by the Eligible Participant in accordance with Section 7.2. The amount of the Supplemental Cash Retainersshall be established from time to time by the Board, and shall be set forth in Schedule I, as amended from time to time by the Board. TheSupplemental Cash Retainer shall be payable in approximately equal quarterly installments in advance. A pro rata Supplemental CashRetainer will be paid to any Eligible Participant

Exhibit 10.1

who is elected by the Board to a position eligible for a Supplemental Cash Retainer on a date other than the beginning of a Plan Year, toreflect the actual number of days served in such eligible capacity during the Plan Year.

5.3. EXPENSE REIMBURSEMENT. All Eligible Participants shall be reimbursed for reasonable travel expenses in connectionwith attendance at meetings of the Board and its committees, or other Company functions at which the Chief Executive Officer or the Non-Executive Chair requests the director to participate. Notwithstanding the foregoing, the Company’s reimbursement obligations pursuant tothis Section 5.3 shall be limited to expenses incurred while the Independent Director serves on the Board in the capacity as an IndependentDirector. Such payments will be made within thirty (30) days after delivery of the Independent Director’s written requests for payment,accompanied by such evidence of expenses incurred as the Company may reasonably require, but in no event later than the December 31following the year in which the expense was incurred. The amount reimbursable in any one tax year shall not affect the amount reimbursablein any other tax year. Independent Directors’ right to reimbursement pursuant to this Section 5.3 shall not be subject to liquidation orexchange for another benefit.

ARTICLE 6EQUITY COMPENSATION

6.1. INITIAL STOCK GRANT. Subject to share availability under the Equity Incentive Plan, each person who first becomes anEligible Participant on a date other than the date of an Annual Meeting shall receive, on the date that he or she is appointed to the Board (the“Initial Stock Grant Date”) an initial grant of shares of Restricted Stock (the “Initial Stock Grant”). The number of shares of Restricted Stockin the Initial Stock Grant shall be determined by (A) prorating the Annual Stock Retainer as in effect for that Plan Year based on the numberof calendar days between the date that Eligible Participant is appointed to the Board and the next scheduled Annual Meeting (the “ProratedStock Retainer”), (B) dividing the Prorated Stock Retainer by the Fair Market Value of the Stock on the Initial Stock Grant Date, and (C)rounding to the nearest whole number.

6.2. ANNUAL STOCK GRANT.

(a). Subject to share availability under the Equity Incentive Plan, on the first business day immediately following the date on whichthe Company holds its Annual Meeting (the “Annual Stock Grant Date”), each Eligible Participant in service on such date shall receive anannual stock grant (the “Annual Stock Grant”). The Eligible Participant shall elect to receive his or her Annual Stock Grant in the form ofRestricted Stock or LTIP Units.

(i) If so elected, the number of shares of Restricted Stock in the Annual Stock Grant shall be determined by (A) dividing theAnnual Stock Retainer as in effect for that Plan Year by the Fair Market Value of the Stock on the Annual Stock Grant Date, and (B)rounding to the nearest whole number.

(ii) If so elected, the number of LTIP Units in the Annual Stock Grant shall be determined by (A) dividing the Annual StockRetainer as in effect for that Plan Year by the Fair Market Value of the Stock on the Annual Stock Grant Date, and (B) rounding to the nearestwhole number.

(b). Each Eligible Participant shall elect the form of his or her Annual Stock Grant for a Plan Year by delivering a valid ElectionForm to the Secretary of the Company prior to the Annual Stock Grant Date. The Election Form signed by the Eligible Participant will beirrevocable for the next upcoming Annual Stock Grant. However, prior to an Annual Stock Grant Date, an Eligible Participant

Exhibit 10.1

may change his or her election by executing and delivering a new Election Form. If an Eligible Participant fails to deliver a new ElectionForm prior to the Annual Stock Grant Date, his or her Election Form in effect for the previous Annual Stock Grant shall continue in effect forthe next Annual Stock Grant.

(c). Subject to share availability under Section 5.1, Section 5.5 and, as it pertains to the five percent (5%) pool of shares that may beawarded without the minimum vesting requirements contained therein, Section 14.6 of the Equity Incentive Plan, if a Covered Director’s lastday of service as a director is prior to the Annual Stock Grant Date in any Plan Year, then such Eligible Participant shall receive a grant offully-vested shares of Stock (the “Final Stock Grant”) on the day of such Eligible Participant’s last day of service (the “Final Stock GrantDate”). The number of shares of Stock in the Final Stock Grant shall be determined by (A) dividing seventy thousand dollars ($70,000) bythe Fair Market Value of the Stock on the Final Stock Grant Date, and (B) rounding to the nearest whole number. For purposes of this Section6.2(c), a “Covered Director” means any Non-Employee Director who was an Eligible Participant on April 11, 2019.

6.3. VESTING. Unless and until provided otherwise by the Board, (i) the Initial Stock Grant granted pursuant to Section 6.1 hereofshall become vested and non-forfeitable as to one hundred percent (100%) of the award on the first anniversary of the Initial Stock GrantDate, subject to the Independent Director’s Continuous Service on such date; and (ii) the Annual Stock Grant granted pursuant to Section 6.2hereof shall become vested and non-forfeitable as to one hundred percent (100%) of the award on the date of the Annual Meeting that occursin the immediately following year, subject to the Independent Director’s Continuous Service on such date; provided that to the extent theAnnual Stock Grant vests as of a date that is earlier than two weeks prior to the anniversary date of the immediately preceding year’s AnnualMeeting, such award shall count against the five percent (5%) exception limit set forth in Section 14.6 of the Equity Incentive Plan.Notwithstanding the foregoing, the Initial Stock Grant and the Annual Stock Grant shall become fully vested on the earlier occurrence of thetermination of the Independent Director’s service as a director of the Company due to his or her death or Disability. If the IndependentDirector’s service as a director of the Company terminates other than as described in the foregoing sentence, then the Independent Directorshall forfeit all of his or her right, title and interest in and to any unvested portion of the Initial Stock Grant and/or the Annual Stock Grant asof the date of such termination from the Board and such award(s) shall be reconveyed to the Company without further consideration or anyact or action by the Independent Director.

6.4. Other Plan Conditions. To the extent not specified herein, the Initial Stock Grants and Annual Stock Grants shall be subject tothe terms and conditions of the Equity Incentive Plan.

6.5. ADJUSTMENTS. For the avoidance of doubt, the adjustment provisions of the Equity Incentive Plan (along with all of theother provisions of the Equity Incentive Plan) shall apply with respect to all Equity Awards granted pursuant to this Plan.

6.6. AWARD CERTIFICATES. All Equity Awards granted pursuant to this Article 6 shall be evidenced by a written awardcertificate, which shall include such provisions, not inconsistent with the Plan or the Equity Incentive Plan, as may be specified by the Board.

ARTICLE 7ALTERNATIVE FORM OF PAYMENT FOR RETAINERS

7.1. PAYMENT OF BASE CASH RETAINER. At the election of each Eligible Participant, the Base Cash Retainer for a givenPlan Year shall be either (i) payable in cash, or (ii) subject to share

Exhibit 10.1

availability under the Equity Incentive Plan, payable by a grant on the same day that the Base Cash Retainer, if payable in cash, would bepaid (the “Base Cash Retainer Stock Grant Date”) of a number of shares of Stock determined by (A) dividing the Base Cash Retainer as ineffect for that Plan Year, by the Fair Market Value of the Stock on the Base Cash Retainer Stock Grant Date, and (B) rounding to the nearestwhole number. Any shares of Stock granted under the Plan as the Base Cash Retainer under clause (ii) above will be 100% vested andnonforfeitable as of the Base Cash Retainer Stock Grant Date, and the Eligible Participant receiving such shares (or his or her custodian, ifany) will have immediate rights of ownership in the shares, including the right to vote the shares and the right to receive dividends or otherdistributions thereon.

7.2. PAYMENT OF SUPPLEMENTAL CASH RETAINER. At the election of each Eligible Participant, the Supplemental CashRetainer for a given Plan Year shall be either (i) payable in cash, or (ii) subject to share availability under the Equity Incentive Plan, payableby a grant on the same day that the Supplemental Cash Retainer, if payable in cash, would be paid (the “Supplemental Cash Retainer StockGrant Date”) of a number of shares of Stock determined by (A) dividing the Supplemental Cash Retainer as in effect for that Plan Year, bythe Fair Market Value of the Stock on the Supplemental Cash Retainer Stock Grant Date, and (B) rounding to the nearest whole number. Anyshares of Stock granted under the Plan as the Base Cash Retainer under clause (ii) above will be 100% vested and nonforfeitable as of theSupplemental Cash Retainer Stock Grant Date, and the Eligible Participant receiving such shares (or his or her custodian, if any) will haveimmediate rights of ownership in the shares, including the right to vote the shares and the right to receive dividends or other distributionsthereon.

7.3. TIMING AND MANNER OF PAYMENT ELECTION. Each Eligible Participant shall elect the form of payment desiredfor his or her Base Cash Retainer and/or Supplemental Cash Retainer for a Plan Year by delivering a valid Election Form to the Secretary ofthe Company prior to the beginning of such Plan Year, which will be effective as of the first day of the Plan Year beginning after theSecretary receives the Eligible Participant’s Election Form. The Election Form signed by the Eligible Participant prior to the Plan Year willbe irrevocable for the coming Plan Year. However, prior to the commencement of the following Plan Year, an Eligible Participant maychange his or her election for future Plan Years by executing and delivering a new Election Form. If an Eligible Participant fails to deliver anew Election Form prior to the commencement of the new Plan Year, his or her Election Form in effect during the previous Plan Year shallcontinue in effect during the new Plan Year. If no Election Form is filed or effective, the Base Cash Retainer and/or Supplemental CashRetainer will be paid in cash.

ARTICLE 8AMENDMENT, MODIFICATION AND TERMINATION

8.1. AMENDMENT, MODIFICATION AND TERMINATION. The Board may terminate or suspend the Plan at any time,without stockholder approval. The Board may amend the Plan at any time and for any reason without stockholder approval; provided,however, that the Board may condition any amendment on the approval of stockholders of the Company if such approval is necessary ordeemed advisable with respect to tax, securities or other applicable laws, policies or regulations. No termination, modification or amendmentof the Plan may, without the consent of an Independent Director, adversely affect an Independent Director’s rights under an award grantedprior thereto.

ARTICLE 9GENERAL PROVISIONS

9.1. DURATION OF THE PLAN. The Plan shall remain in effect until terminated by the Board or the earlier termination orexpiration of the Equity Incentive Plan, including any successor plans.

Exhibit 10.1

9.2. EXPENSES OF THE PLAN. The expenses of administering the Plan shall be borne by the Company.

The foregoing is hereby acknowledged as being the CatchMark Timber Trust, Inc. Amended and Restated Independent DirectorCompensation Plan, adopted by the Board on October 24, 2013, and amended and restated by the Board on February 10, 2014, July 30, 2015,April 11, 2019 and April 28, 2020.

CATCHMARK TIMBER TRUST, INC.

By: /s/ Brian M. DavisIts: President and Chief Executive Officer

Exhibit 10.1

SCHEDULE IDIRECTOR COMPENSATION SCHEDULE

The following shall remain in effect until changed by the Board:Base Cash Retainer

All Independent Directors (other than a member of the Audit Committee) $50,000Members of the Audit Committee $56,000

Annual Stock Retainer (FMV) (1)

All Independent Directors $70,000Supplemental Cash Retainers(2)

Non-Executive Chair $50,000Audit Committee Chair $12,500Compensation Committee Chair $10,000Nominating and Corporate Governance Committee Chair $10,000Finance and Investment Committee Chair $10,000

Independent Directors will not receive any fees for attendance at meetings of the Board of Directors or committees thereof.

(1) Effective for the service year ending at the 2019 annual meeting.

(2) Effective August 2, 2018.

Exhibit 10.2

EXECUTION VERSION

Fourth Agreement Regarding Amendments

This FOURTH AGREEMENT REGARDING AMENDMENTS, dated as of May 1, 2020 (this “Agreement”), amongCATCHMARK TIMBER OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “Borrower”), the otherLoan Parties party hereto, COBANK, ACB, as administrative agent (in such capacity, the “Administrative Agent”) for theLender Parties, and the Lenders and Voting Participants under the Credit Agreement defined below that have executed thisAgreement. Unless otherwise defined herein or the context otherwise requires, terms used herein shall have the meaning providedin the Credit Agreement.

W I T N E S S E T H:

WHEREAS, the Borrower, the other Loan Parties party thereto from time to time as Guarantors, the financial institutionsparty thereto from time to time as Lenders and the Administrative Agent are parties to that certain Fifth Amended and RestatedCredit Agreement, dated as of December 1, 2017 (as amended, restated, supplemented or otherwise modified from time to time,the “Credit Agreement”);

WHEREAS, the Borrower has given the Administrative Agent prior notice under Section 3.1.1(b) of the CreditAgreement that it wishes to voluntarily and permanently reduce the unused amount of the Multi-Draw Term Loan Commitmentby $50,000,000 (the “MDTLC Reduction”) as of the date first written above and prior to or concurrent with the AmendmentEffective Date; and

WHEREAS, the parties hereto have agreed to certain amendments to the Credit Agreement as set forth below.

NOW, THEREFORE, in consideration of the agreements herein contained, the parties hereto hereby agree as follows.

ARTICLE I

Multi-Draw Term Loan Commitment Reduction

As per the prior notice from the Borrower to the Administrative Agent, delivered in accordance with Section 3.1.1(b) ofthe Credit Agreement, as of the date first written above and prior to or concurrent with the Amendment Effective Date, the Multi-Draw Term Loan Commitment is permanently reduced by $50,000,000. For the convenience of the parties, a conformed copy ofSchedule II to the Credit Agreement reflecting this reduction has been attached hereto.

ARTICLE II

AMENDMENTS TO CREDIT AGREEMENT

Exhibit 10.2

Effective as of the Amendment Effective Date (as defined below in Article VI of this Agreement), the parties heretohereby agree to amend the Credit Agreement as follows:

SECTION 2.1 The definition of “Minimum Liquidity Balance” set forth in Section 1.1 is hereby deleted.

SECTION 2.2 Clause (b) of the definition of “Permitted Joint Venture Investment Documentation” set forth in Section1.1 is hereby amended and restated in its entirety as follows:

(b) if requested by the Administrative Agent in its sole discretion, calculations set forth in the Permitted JointVenture Investment Certificate evidencing that before and after giving Pro Forma Effect to the Loan Party’sInvestment in such Permitted Joint Venture, (A) the Loan to Value Ratio does not exceed the applicable maximumpercentage set forth in Section 7.2.5(a)(vii), and (B) no Default or Event of Default shall have occurred and becontinuing or would be reasonably expected to result therefrom;

SECTION 2.3 Section 7.2.4(a) is hereby amended and restated in its entirety as follows:

[Reserved].

SECTION 2.4 Section 7.2.4(c) is hereby amended and restated in its entirety as follows:

The Loan to Value Ratio may not exceed 50% at any time.

SECTION 2.5 Section 7.2.5(a)(vii) is hereby amended and restated in its entirety as follows:

(vii) Investments by a Loan Party from time to time in Permitted Joint Ventures, provided, that (A) after givingPro Forma Effect to such Investment, the Loan to Value Ratio does not exceed 45% (or, with respect toInvestments made from and after May 1, 2020 and on or prior to December 31, 2020 in Permitted Joint Venturesexisting as of May 1, 2020, 47.5%), (B) the Borrower shall deliver to the Administrative Agent the Permitted JointVenture Investment Documentation which shall evidence, among other things, that (1) no Event of Default hasoccurred and is continuing or would reasonably be expected to result after giving Pro Forma Effect to suchInvestment, (2) all of the representations and warranties contained in this Agreement and in the other LoanDocuments shall be true and correct in all material respects with the same effect as if then made, provided thatsuch representations and warranties (I) that relate solely to an earlier date shall be true and correct as of suchearlier date and (II) shall be true and correct in all respects if they are qualified by a materiality standard, and (C)at least five (5) Business Days prior to the Loan Party’s Investment in such Permitted Joint Venture, the Lendersshall have received all documentation and other information requested by (or on

Exhibit 10.2

behalf of) any Lender in order to comply with requirements of Anti-Corruption Laws, Anti-Terrorism Laws andSanctions;

SECTION 2.6 Clause (y) of Section 7.2.6 is hereby amended and restated in its entirety as follows:

(y) CatchMark Timber may make dividends, distributions and other payments to (1) its shareholders (includingpursuant to a repurchase of any of its Equity Interests) and (2) the employees, officers or directors of any LoanParty in accordance with that certain CatchMark Timber Trust, Inc. 2017 Incentive Plan or any substantiallysimilar successor plan (the “CatchMark Timber Incentive Plan”) and the Borrower may make dividends,distributions and other payments (including pursuant to a redemption of any of its Equity Interests) to theemployees, officers or directors of any Loan Party holding “LTIP Units” and “Common Units” issued inconnection with the conversion of “LTIP Units” in accordance with that certain CatchMark Timber Trust, Inc. LTIProgram Plan, a subplan of the CatchMark Timber Incentive Plan) (the “LTIP Plan”); provided that, in each case,no Default or Event of Default has occurred and is continuing or would reasonably be expected to resulttherefrom; and

SECTION 2.7 Exhibit E is hereby amended and restated in the form attached hereto as Exhibit E.

SECTION 2.8 Exhibit I is hereby amended and restated in the form attached hereto as Exhibit I.

ARTICLE III[Reserved]

ARTICLE IVREPRESENTATIONS AND WARRANTIES

In order to induce the Administrative Agent and the Lenders party hereto to agree to the amendments in Articles II, eachLoan Party hereby jointly and severally (a) represents and warrants that as of the date hereof and as of the Amendment EffectiveDate (i) it has the right and power, and has taken all necessary action to authorize it, to execute, deliver and perform thisAgreement in accordance with its terms, and this Agreement has been duly executed and delivered by it and is a legal, valid andbinding obligation of it, enforceable against it in accordance with its terms, (ii) each of the representations and warrantiescontained in the Credit Agreement and in the other Loan Documents, in each case, after giving effect to the amendmentsdescribed in this Agreement, is true and correct in all material respects as if made on the date hereof; provided, that suchrepresentations and warranties (A) that relate solely to an earlier date are true and correct as of such earlier date and (B) are trueand correct in all respects if they are qualified by a materiality standard, (iii) no Default or Event of Default has occurred and iscontinuing or would be

Exhibit 10.2

reasonably expected to result after giving effect to the amendments described in this Agreement, (iv) there are no MaterialGovernmental Approvals required in connection with the execution, delivery or performance by any of the Loan Parties of thisAgreement or the transactions contemplated hereby, and (v) there are no required consents or approvals of any Person necessaryto effect this Agreement or the transactions contemplated hereby other than those that have been obtained and are in full forceand effect, and (b) agrees that the incorrectness in any material respect of any representation and warranty contained in thepreceding clause (a) shall constitute an immediate Event of Default.

ARTICLE V

ACKNOWLEDGMENT OF LOAN PARTIES

Each of the Loan Parties consents to the terms and conditions of this Agreement and the transactions contemplated herebyand affirms and confirms that (a) all of its respective obligations under the Credit Agreement (including the Guaranty) and theother Loan Documents (in each case, as modified by this Agreement) are and shall continue to be, in full force and effect andshall accrue to the benefit of the Lender Parties to guarantee the Obligations (as modified by this Agreement), and (b) all of theLiens granted to the Administrative Agent under the Security Agreement, the Pledge Agreement, and the other Loan Documentsare and shall continue to be, in full force and effect to secure the Obligations (as modified by this Agreement).

ARTICLE VI

CONDITIONS TO EFFECTIVENESS

This Agreement shall become effective on such date (herein called the “Amendment Effective Date”) when each of thefollowing conditions shall have been met:

SECTION 6.1 Agreement. The Administrative Agent shall have received counterparts of this Agreement duly executedand delivered on behalf of each Loan Party, the Administrative Agent and the Lenders.

SECTION 6.2 No Default. No Default or Event of Default has occurred and is continuing.

SECTION 6.3 Representations and Warranties. The representations and warranties in Article IV of this Agreementare true and correct as of the Amendment Effective Date.

SECTION 6.4 Amendment Fees. The Administrative Agent shall have received for its own account, and for the accountof each Lender and Voting Participant all fees, costs and expenses due and payable pursuant to that certain Fee Letter,dated as of the date hereof, including, without limitation, an upfront fee for the account of each Lender and VotingParticipant, who has executed and electronically delivered its counterpart to this Amendment to the Administrative Agenton or before the time and day specified by the Administrative Agent.

Exhibit 10.2

ARTICLE VIIMISCELLANEOUS

SECTION 7.1 Cross-References. References in this Agreement to any Article or Section are, unless otherwisespecified, to such Article or Section of this Agreement.

SECTION 7.2 Loan Document Pursuant to Credit Agreement. This Agreement is a Loan Document executedpursuant to the Credit Agreement. Except as otherwise specified herein, all of the representations, warranties, terms,covenants and conditions contained in the Credit Agreement and each other Loan Document shall remain unamended orotherwise unmodified and in full force and effect.

SECTION 7.3 Limitation of Agreement. The modifications set forth herein shall be limited precisely as provided forherein and, except as expressly set forth herein, shall not be deemed to be a waiver of, amendment of, consent to ormodification of any other term or provision of the Credit Agreement or of any term or provision of any other LoanDocument or of any transaction or further or future action on the part of the Borrower or any other Loan Party whichwould require the consent of the Administrative Agent or any of the Lenders under the Credit Agreement or any otherLoan Document. This Agreement shall not constitute a novation of the Credit Agreement or any other Loan Document.

SECTION 7.4 Counterparts. This Agreement may be executed by the parties hereto in several counterparts, each ofwhich shall be deemed to be an original and all of which shall constitute together one and the same agreement. Deliveryof an executed counterpart of a signature page to this Agreement by telecopy or electronic mail shall be effective asdelivery of a manually executed counterpart of this Agreement.

SECTION 7.5 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the partieshereto and their respective successors and assigns.

SECTION 7.6 Further Assurances. In furtherance of the foregoing, each Loan Party shall execute and deliver or causeto be executed and delivered at any time and from time to time such further instruments and documents and do or cause tobe done such further acts as may be reasonably necessary in the reasonable opinion of the Administrative Agent to carryout more effectively the provisions and purposes of this Agreement.

SECTION 7.7 GOVERNING LAW; WAIVER OF JURY TRIAL; ENTIRE AGREEMENT. THIS AGREEMENTSHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OFNEW YORK. EACH PERSON A PARTY HERETO KNOWINGLY, VOLUNTARILY AND INTENTIONALLYWAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING UNDER OR INCONNECTION WITH THIS AGREEMENT OR ANY OTHER AGREEMENT OR DOCUMENT ENTEREDINTO IN CONNECTION HEREWITH. THIS AGREEMENT

Exhibit 10.2

CONSTITUTES THE ENTIRE UNDERSTANDING AMONG THE PARTIES HERETO WITH RESPECT TOTHE SUBJECT MATTER HEREOF AND SUPERSEDES ANY PRIOR AGREEMENT, WRITTEN OR ORAL,WITH RESPECT HERETO.

[Signatures on following page.]

Exhibit 10.2

WAIVER OF APPRAISAL RIGHTS. The laws of South Carolina provide that in any real estate foreclosure proceeding adefendant against whom a personal judgment is taken or asked may within thirty days after the sale of the mortgaged propertyapply to the court for an order of appraisal. The statutory appraisal value as approved by the court would be substituted for thehigh bid and may decrease the amount of any deficiency owing in connection with the transaction. Pursuant to Section 29-3-680of the Code of Laws of South Carolina, THE UNDERSIGNED HEREBY WAIVES AND RELINQUISHES THE STATUTORYAPPRAISAL RIGHTS WHICH MEANS THE HIGH BID AT THE JUDICIAL FORECLOSURE SALE WILL BE APPLIEDTO THE DEBT REGARDLESS OF ANY APPRAISED VALUE OF THE COLLATERAL. The undersigned specificallyacknowledges and affirms its waiver of appraisal rights as evidenced by its signature below.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officershereunto duly authorized as of the day and year first above written.

BORROWER:CATCHMARK TIMBER OPERATING PARTNERSHIP, L.P.

By: CATCHMARK TIMBER TRUST, INC.,as General Partner

By: /s/ Ursula Godoy-Arbelaez_________________Name: Ursula Godoy-ArbelaezTitle: Chief Financial Officer, SeniorVice President and Treasurer

Exhibit 10.2

WAIVER OF APPRAISAL RIGHTS. The laws of South Carolina provide that in any real estate foreclosure proceeding adefendant against whom a personal judgment is taken or asked may within thirty days after the sale of the mortgaged propertyapply to the court for an order of appraisal. The statutory appraisal value as approved by the court would be substituted for thehigh bid and may decrease the amount of any deficiency owing in connection with the transaction. Pursuant to Section 29-3-680of the Code of Laws of South Carolina, THE UNDERSIGNED HEREBY WAIVES AND RELINQUISHES THE STATUTORYAPPRAISAL RIGHTS WHICH MEANS THE HIGH BID AT THE JUDICIAL FORECLOSURE SALE WILL BE APPLIEDTO THE DEBT REGARDLESS OF ANY APPRAISED VALUE OF THE COLLATERAL. The undersigned specificallyacknowledges and affirms its waiver of appraisal rights as evidenced by its signature below.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officershereunto duly authorized as of the day and year first above written.

CATCHMARK TRS HARVESTING OPERATIONS, LLCBy: Forest Resource Consultants, Inc., as Manager

By: /s/ David T. FoilName: David T. FoilTitle: President

Exhibit 10.2

WAIVER OF APPRAISAL RIGHTS. The laws of South Carolina provide that in any real estate foreclosure proceeding adefendant against whom a personal judgment is taken or asked may within thirty days after the sale of the mortgaged propertyapply to the court for an order of appraisal. The statutory appraisal value as approved by the court would be substituted for thehigh bid and may decrease the amount of any deficiency owing in connection with the transaction. Pursuant to Section 29-3-680of the Code of Laws of South Carolina, THE UNDERSIGNED HEREBY WAIVES AND RELINQUISHES THE STATUTORYAPPRAISAL RIGHTS WHICH MEANS THE HIGH BID AT THE JUDICIAL FORECLOSURE SALE WILL BE APPLIEDTO THE DEBT REGARDLESS OF ANY APPRAISED VALUE OF THE COLLATERAL. The undersigned specificallyacknowledges and affirms its waiver of appraisal rights as evidenced by its signature below.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officershereunto duly authorized as of the day and year first above written.

CATCHMARK TIMBER TRUST, INC.

By: /s/ Ursula Godoy-Arbelaez______________Name: Ursula Godoy-ArbelaezTitle: Chief Financial Officer, SeniorVice President and Treasurer

Exhibit 10.2

WAIVER OF APPRAISAL RIGHTS. The laws of South Carolina provide that in any real estate foreclosure proceeding adefendant against whom a personal judgment is taken or asked may within thirty days after the sale of the mortgaged propertyapply to the court for an order of appraisal. The statutory appraisal value as approved by the court would be substituted for thehigh bid and may decrease the amount of any deficiency owing in connection with the transaction. Pursuant to Section 29-3-680of the Code of Laws of South Carolina, THE UNDERSIGNED HEREBY WAIVES AND RELINQUISHES THE STATUTORYAPPRAISAL RIGHTS WHICH MEANS THE HIGH BID AT THE JUDICIAL FORECLOSURE SALE WILL BE APPLIEDTO THE DEBT REGARDLESS OF ANY APPRAISED VALUE OF THE COLLATERAL. The undersigned specificallyacknowledges and affirms its waiver of appraisal rights as evidenced by its signature below.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officershereunto duly authorized as of the day and year first above written.

TIMBERLANDS II, LLCBy: CATCHMARK TIMBER OPERATING

PARTNERSHIP, L.P., as Manager

By: CATCHMARK TIMBER TRUST, INC.,as General Partner

By: /s/ Ursula Godoy-Arbelaez______________Name: Ursula Godoy-ArbelaezTitle: Chief Financial Officer, SeniorVice President and Treasurer

Exhibit 10.2

WAIVER OF APPRAISAL RIGHTS. The laws of South Carolina provide that in any real estate foreclosure proceeding adefendant against whom a personal judgment is taken or asked may within thirty days after the sale of the mortgaged propertyapply to the court for an order of appraisal. The statutory appraisal value as approved by the court would be substituted for thehigh bid and may decrease the amount of any deficiency owing in connection with the transaction. Pursuant to Section 29-3-680of the Code of Laws of South Carolina, THE UNDERSIGNED HEREBY WAIVES AND RELINQUISHES THE STATUTORYAPPRAISAL RIGHTS WHICH MEANS THE HIGH BID AT THE JUDICIAL FORECLOSURE SALE WILL BE APPLIEDTO THE DEBT REGARDLESS OF ANY APPRAISED VALUE OF THE COLLATERAL. The undersigned specificallyacknowledges and affirms its waiver of appraisal rights as evidenced by its signature below.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officershereunto duly authorized as of the day and year first above written.

CATCHMARK TIMBER TRS, INC.

By: /s/ Ursula Godoy-Arbelaez______________Name: Ursula Godoy-ArbelaezTitle: Chief Financial Officer, SeniorVice President and Treasurer

Exhibit 10.2

WAIVER OF APPRAISAL RIGHTS. The laws of South Carolina provide that in any real estate foreclosure proceeding adefendant against whom a personal judgment is taken or asked may within thirty days after the sale of the mortgaged propertyapply to the court for an order of appraisal. The statutory appraisal value as approved by the court would be substituted for thehigh bid and may decrease the amount of any deficiency owing in connection with the transaction. Pursuant to Section 29-3-680of the Code of Laws of South Carolina, THE UNDERSIGNED HEREBY WAIVES AND RELINQUISHES THE STATUTORYAPPRAISAL RIGHTS WHICH MEANS THE HIGH BID AT THE JUDICIAL FORECLOSURE SALE WILL BE APPLIEDTO THE DEBT REGARDLESS OF ANY APPRAISED VALUE OF THE COLLATERAL. The undersigned specificallyacknowledges and affirms its waiver of appraisal rights as evidenced by its signature below.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officershereunto duly authorized as of the day and year first above written.

CATCHMARK HBU, LLC

By: CATCHMARK TIMBER OPERATING PARTNERSHIP, L.P., as Manager

By: CATCHMARK TIMBER TRUST, INC.,as General Partner

By: /s/ Ursula Godoy-Arbelaez______________Name: Ursula Godoy-ArbelaezTitle: Chief Financial Officer, SeniorVice President and Treasurer

Exhibit 10.2

WAIVER OF APPRAISAL RIGHTS. The laws of South Carolina provide that in any real estate foreclosure proceeding adefendant against whom a personal judgment is taken or asked may within thirty days after the sale of the mortgaged propertyapply to the court for an order of appraisal. The statutory appraisal value as approved by the court would be substituted for thehigh bid and may decrease the amount of any deficiency owing in connection with the transaction. Pursuant to Section 29-3-680of the Code of Laws of South Carolina, THE UNDERSIGNED HEREBY WAIVES AND RELINQUISHES THE STATUTORYAPPRAISAL RIGHTS WHICH MEANS THE HIGH BID AT THE JUDICIAL FORECLOSURE SALE WILL BE APPLIEDTO THE DEBT REGARDLESS OF ANY APPRAISED VALUE OF THE COLLATERAL. The undersigned specificallyacknowledges and affirms its waiver of appraisal rights as evidenced by its signature below.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officershereunto duly authorized as of the day and year first above written.

CATCHMARK TEXAS TIMBERLANDS GP, LLC

By: TIMBERLANDS II, LLC, as Member

By: CATCHMARK TIMBER OPERATINGPARTNERSHIP, L.P., as Manager

By: CATCHMARK TIMBER TRUST, INC.,as General Partner

By: /s/ Ursula Godoy-Arbelaez______ Name: Ursula Godoy-Arbelaez Title: Chief Financial Officer, Senior Vice President and Treasurer

Exhibit 10.2

WAIVER OF APPRAISAL RIGHTS. The laws of South Carolina provide that in any real estate foreclosure proceeding adefendant against whom a personal judgment is taken or asked may within thirty days after the sale of the mortgaged propertyapply to the court for an order of appraisal. The statutory appraisal value as approved by the court would be substituted for thehigh bid and may decrease the amount of any deficiency owing in connection with the transaction. Pursuant to Section 29-3-680of the Code of Laws of South Carolina, THE UNDERSIGNED HEREBY WAIVES AND RELINQUISHES THE STATUTORYAPPRAISAL RIGHTS WHICH MEANS THE HIGH BID AT THE JUDICIAL FORECLOSURE SALE WILL BE APPLIEDTO THE DEBT REGARDLESS OF ANY APPRAISED VALUE OF THE COLLATERAL. The undersigned specificallyacknowledges and affirms its waiver of appraisal rights as evidenced by its signature below.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officershereunto duly authorized as of the day and year first above written.

CATCHMARK TEXAS TIMBERLANDS, L.P.

By: CATCHMARK TEXAS TIMBERLANDS GP, LLC, as General Partner

By: TIMBERLANDS II, LLC, as Member

By: CATCHMARK TIMBER OPERATINGPARTNERSHIP, L.P., as Manager

By: CATCHMARK TIMBER TRUST,INC., as General Partner

By: /s/ Ursula Godoy-Arbelaez______ Name: Ursula Godoy-Arbelaez Title: Chief Financial Officer, Senior Vice President and Treasurer

Exhibit 10.2

WAIVER OF APPRAISAL RIGHTS. The laws of South Carolina provide that in any real estate foreclosure proceeding adefendant against whom a personal judgment is taken or asked may within thirty days after the sale of the mortgaged propertyapply to the court for an order of appraisal. The statutory appraisal value as approved by the court would be substituted for thehigh bid and may decrease the amount of any deficiency owing in connection with the transaction. Pursuant to Section 29-3-680of the Code of Laws of South Carolina, THE UNDERSIGNED HEREBY WAIVES AND RELINQUISHES THE STATUTORYAPPRAISAL RIGHTS WHICH MEANS THE HIGH BID AT THE JUDICIAL FORECLOSURE SALE WILL BE APPLIEDTO THE DEBT REGARDLESS OF ANY APPRAISED VALUE OF THE COLLATERAL. The undersigned specificallyacknowledges and affirms its waiver of appraisal rights as evidenced by its signature below.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officershereunto duly authorized as of the day and year first above written.

CATCHMARK TRS INVESTMENTS, LLC

By: CATCHMARK TIMBER TRS, INC., as sole Member

By: /s/ Ursula Godoy-Arbelaez______________ Name: Ursula Godoy-Arbelaez Title: Chief Financial Officer, Senior Vice President and Treasurer

Exhibit 10.2

WAIVER OF APPRAISAL RIGHTS. The laws of South Carolina provide that in any real estate foreclosure proceeding adefendant against whom a personal judgment is taken or asked may within thirty days after the sale of the mortgaged propertyapply to the court for an order of appraisal. The statutory appraisal value as approved by the court would be substituted for thehigh bid and may decrease the amount of any deficiency owing in connection with the transaction. Pursuant to Section 29-3-680of the Code of Laws of South Carolina, THE UNDERSIGNED HEREBY WAIVES AND RELINQUISHES THE STATUTORYAPPRAISAL RIGHTS WHICH MEANS THE HIGH BID AT THE JUDICIAL FORECLOSURE SALE WILL BE APPLIEDTO THE DEBT REGARDLESS OF ANY APPRAISED VALUE OF THE COLLATERAL. The undersigned specificallyacknowledges and affirms its waiver of appraisal rights as evidenced by its signature below.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officershereunto duly authorized as of the day and year first above written.

CATCHMARK TRS MANAGEMENT, LLC

By: CATCHMARK TIMBER TRS, INC., as sole Member

By: /s/ Ursula Godoy-Arbelaez______________Name: Ursula Godoy-ArbelaezTitle: Chief Financial Officer, SeniorVice President and Treasurer

Exhibit 10.2

WAIVER OF APPRAISAL RIGHTS. The laws of South Carolina provide that in any real estate foreclosure proceeding adefendant against whom a personal judgment is taken or asked may within thirty days after the sale of the mortgaged propertyapply to the court for an order of appraisal. The statutory appraisal value as approved by the court would be substituted for thehigh bid and may decrease the amount of any deficiency owing in connection with the transaction. Pursuant to Section 29-3-680of the Code of Laws of South Carolina, THE UNDERSIGNED HEREBY WAIVES AND RELINQUISHES THE STATUTORYAPPRAISAL RIGHTS WHICH MEANS THE HIGH BID AT THE JUDICIAL FORECLOSURE SALE WILL BE APPLIEDTO THE DEBT REGARDLESS OF ANY APPRAISED VALUE OF THE COLLATERAL. The undersigned specificallyacknowledges and affirms its waiver of appraisal rights as evidenced by its signature below.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officershereunto duly authorized as of the day and year first above written.

CATCHMARK TRS HARVESTING OPERATIONS II, LLC

By: AMERICAN FOREST MANAGEMENT, INC.,as Manager

By: /s/ Brent J. KeeferName: Brent J. KeeferTitle: Chief Executive Officer

Exhibit 10.2

WAIVER OF APPRAISAL RIGHTS. The laws of South Carolina provide that in any real estate foreclosure proceeding adefendant against whom a personal judgment is taken or asked may within thirty days after the sale of the mortgaged propertyapply to the court for an order of appraisal. The statutory appraisal value as approved by the court would be substituted for thehigh bid and may decrease the amount of any deficiency owing in connection with the transaction. Pursuant to Section 29-3-680of the Code of Laws of South Carolina, THE UNDERSIGNED HEREBY WAIVES AND RELINQUISHES THE STATUTORYAPPRAISAL RIGHTS WHICH MEANS THE HIGH BID AT THE JUDICIAL FORECLOSURE SALE WILL BE APPLIEDTO THE DEBT REGARDLESS OF ANY APPRAISED VALUE OF THE COLLATERAL. The undersigned specificallyacknowledges and affirms its waiver of appraisal rights as evidenced by its signature below.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officershereunto duly authorized as of the day and year first above written.

CATCHMARK SOUTHERN HOLDINGS II GP, LLC

By: TIMBERLANDS II, LLC, as sole Member

By: CATCHMARK TIMBER OPERATINGPARTNERSHIP, L.P., as Manager

By: CATCHMARK TIMBER TRUST, INC.,as General Partner

By: /s/ Ursula Godoy-Arbelaez______________Name: Ursula Godoy-ArbelaezTitle: Chief Financial Officer, SeniorVice President and Treasurer

Exhibit 10.2

WAIVER OF APPRAISAL RIGHTS. The laws of South Carolina provide that in any real estate foreclosure proceeding adefendant against whom a personal judgment is taken or asked may within thirty days after the sale of the mortgaged propertyapply to the court for an order of appraisal. The statutory appraisal value as approved by the court would be substituted for thehigh bid and may decrease the amount of any deficiency owing in connection with the transaction. Pursuant to Section 29-3-680of the Code of Laws of South Carolina, THE UNDERSIGNED HEREBY WAIVES AND RELINQUISHES THE STATUTORYAPPRAISAL RIGHTS WHICH MEANS THE HIGH BID AT THE JUDICIAL FORECLOSURE SALE WILL BE APPLIEDTO THE DEBT REGARDLESS OF ANY APPRAISED VALUE OF THE COLLATERAL. The undersigned specificallyacknowledges and affirms its waiver of appraisal rights as evidenced by its signature below.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officershereunto duly authorized as of the day and year first above written.

CATCHMARK SOUTHERN TIMBERLANDS II, L.P.

By: CATCHMARK SOUTHERN HOLDINGS II GP,LLC, as General Partner

By: TIMBERLANDS II, LLC, as sole Member

By: CATCHMARK TIMBER OPERATINGPARTNERSHIP, L.P., as Manager

By: CATCHMARK TIMBER TRUST,INC., as General Partner

By: /s/ Ursula Godoy-Arbelaez________Name: Ursula Godoy-ArbelaezTitle: Chief Financial Officer, SeniorVice President and Treasurer

Exhibit 10.2

WAIVER OF APPRAISAL RIGHTS. The laws of South Carolina provide that in any real estate foreclosure proceeding adefendant against whom a personal judgment is taken or asked may within thirty days after the sale of the mortgaged propertyapply to the court for an order of appraisal. The statutory appraisal value as approved by the court would be substituted for thehigh bid and may decrease the amount of any deficiency owing in connection with the transaction. Pursuant to Section 29-3-680of the Code of Laws of South Carolina, THE UNDERSIGNED HEREBY WAIVES AND RELINQUISHES THE STATUTORYAPPRAISAL RIGHTS WHICH MEANS THE HIGH BID AT THE JUDICIAL FORECLOSURE SALE WILL BE APPLIEDTO THE DEBT REGARDLESS OF ANY APPRAISED VALUE OF THE COLLATERAL. The undersigned specificallyacknowledges and affirms its waiver of appraisal rights as evidenced by its signature below.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officershereunto duly authorized as of the day and year first above written.

CATCHMARK SOUTH CAROLINA TIMBERLANDS, LLC

By: TIMBERLANDS II, LLC, as sole Member

By: CATCHMARK TIMBER OPERATINGPARTNERSHIP, L.P., as Manager

By: CATCHMARK TIMBER TRUST,INC., as General Partner

By: /s/ Ursula Godoy-Arbelaez______Name: Ursula Godoy-ArbelaezTitle: Chief Financial Officer, SeniorVice President and Treasurer

Exhibit 10.2

WAIVER OF APPRAISAL RIGHTS. The laws of South Carolina provide that in any real estate foreclosure proceeding adefendant against whom a personal judgment is taken or asked may within thirty days after the sale of the mortgaged propertyapply to the court for an order of appraisal. The statutory appraisal value as approved by the court would be substituted for thehigh bid and may decrease the amount of any deficiency owing in connection with the transaction. Pursuant to Section 29-3-680of the Code of Laws of South Carolina, THE UNDERSIGNED HEREBY WAIVES AND RELINQUISHES THE STATUTORYAPPRAISAL RIGHTS WHICH MEANS THE HIGH BID AT THE JUDICIAL FORECLOSURE SALE WILL BE APPLIEDTO THE DEBT REGARDLESS OF ANY APPRAISED VALUE OF THE COLLATERAL. The undersigned specificallyacknowledges and affirms its waiver of appraisal rights as evidenced by its signature below.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officershereunto duly authorized as of the day and year first above written.

CATCHMARK LP HOLDER, LLC

By: CATCHMARK TIMBER TRUST, INC., as sole Member

By: /s/ Ursula Godoy-Arbelaez______________Name: Ursula Godoy-ArbelaezTitle: Chief Financial Officer, SeniorVice President and Treasurer

Exhibit 10.2

WAIVER OF APPRAISAL RIGHTS. The laws of South Carolina provide that in any real estate foreclosure proceeding adefendant against whom a personal judgment is taken or asked may within thirty days after the sale of the mortgaged propertyapply to the court for an order of appraisal. The statutory appraisal value as approved by the court would be substituted for thehigh bid and may decrease the amount of any deficiency owing in connection with the transaction. Pursuant to Section 29-3-680of the Code of Laws of South Carolina, THE UNDERSIGNED HEREBY WAIVES AND RELINQUISHES THE STATUTORYAPPRAISAL RIGHTS WHICH MEANS THE HIGH BID AT THE JUDICIAL FORECLOSURE SALE WILL BE APPLIEDTO THE DEBT REGARDLESS OF ANY APPRAISED VALUE OF THE COLLATERAL. The undersigned specificallyacknowledges and affirms its waiver of appraisal rights as evidenced by its signature below.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officershereunto duly authorized as of the day and year first above written.

CREEK PINE HOLDINGS, LLC

By: /s/ Ursula Godoy-Arbelaez______________Name: Ursula Godoy-ArbelaezTitle: Chief Financial Officer, SeniorVice President and Treasurer

Exhibit 10.2

WAIVER OF APPRAISAL RIGHTS. The laws of South Carolina provide that in any real estate foreclosure proceeding adefendant against whom a personal judgment is taken or asked may within thirty days after the sale of the mortgaged propertyapply to the court for an order of appraisal. The statutory appraisal value as approved by the court would be substituted for thehigh bid and may decrease the amount of any deficiency owing in connection with the transaction. Pursuant to Section 29-3-680of the Code of Laws of South Carolina, THE UNDERSIGNED HEREBY WAIVES AND RELINQUISHES THE STATUTORYAPPRAISAL RIGHTS WHICH MEANS THE HIGH BID AT THE JUDICIAL FORECLOSURE SALE WILL BE APPLIEDTO THE DEBT REGARDLESS OF ANY APPRAISED VALUE OF THE COLLATERAL. The undersigned specificallyacknowledges and affirms its waiver of appraisal rights as evidenced by its signature below.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officershereunto duly authorized as of the day and year first above written.

CATCHMARK TRS CREEK MANAGEMENT, LLC

By: /s/ Ursula Godoy-Arbelaez______________Name: Ursula Godoy-ArbelaezTitle: Chief Financial Officer, SeniorVice President and Treasurer

Exhibit 10.2

WAIVER OF APPRAISAL RIGHTS. The laws of South Carolina provide that in any real estate foreclosure proceeding adefendant against whom a personal judgment is taken or asked may within thirty days after the sale of the mortgaged propertyapply to the court for an order of appraisal. The statutory appraisal value as approved by the court would be substituted for thehigh bid and may decrease the amount of any deficiency owing in connection with the transaction. Pursuant to Section 29-3-680of the Code of Laws of South Carolina, THE UNDERSIGNED HEREBY WAIVES AND RELINQUISHES THE STATUTORYAPPRAISAL RIGHTS WHICH MEANS THE HIGH BID AT THE JUDICIAL FORECLOSURE SALE WILL BE APPLIEDTO THE DEBT REGARDLESS OF ANY APPRAISED VALUE OF THE COLLATERAL. The undersigned specificallyacknowledges and affirms its waiver of appraisal rights as evidenced by its signature below.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officershereunto duly authorized as of the day and year first above written.

TRIPLE T GP, LLC

By: /s/ Ursula Godoy-Arbelaez______________Name: Ursula Godoy-ArbelaezTitle: Chief Financial Officer, SeniorVice President and Treasurer

Exhibit 10.2

WAIVER OF APPRAISAL RIGHTS. The laws of South Carolina provide that in any real estate foreclosure proceeding adefendant against whom a personal judgment is taken or asked may within thirty days after the sale of the mortgaged propertyapply to the court for an order of appraisal. The statutory appraisal value as approved by the court would be substituted for thehigh bid and may decrease the amount of any deficiency owing in connection with the transaction. Pursuant to Section 29-3-680of the Code of Laws of South Carolina, THE UNDERSIGNED HEREBY WAIVES AND RELINQUISHES THE STATUTORYAPPRAISAL RIGHTS WHICH MEANS THE HIGH BID AT THE JUDICIAL FORECLOSURE SALE WILL BE APPLIEDTO THE DEBT REGARDLESS OF ANY APPRAISED VALUE OF THE COLLATERAL. The undersigned specificallyacknowledges and affirms its waiver of appraisal rights as evidenced by its signature below.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officershereunto duly authorized as of the day and year first above written.

CTT EMPLOYEE, LLC

By: /s/ Ursula Godoy-Arbelaez__________Name: Ursula Godoy-ArbelaezTitle: Chief Financial Officer, SeniorVice President and Treasurer

Exhibit 10.2

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ADMINISTRATIVE AGENT:

COBANK, ACB,as Administrative Agent

By: /s/ Michael TousignantName: Michael TousignantTitle: Managing Director

Exhibit 10.2

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Lenders:

COBANK, FCBas a Lender

By: /s/ Michael Tousignant_______________Name: Michael TousignantTitle: Managing Director

Exhibit 10.2

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COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH (f/k/aCOÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK, B.A.“RABOBANK NEDERLAND”, NEW YORK BRANCH), as a Lender

By: /s/ Sarah Fleet___________________Name: Sarah FleetTitle: Executive Director

By: /s/ Hunter Odom_________________Name: Hunter OdomTitle: Vice President

Exhibit 10.2

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METROPOLITAN LIFE INSURANCE COMPANY,a New York corporation

By: MetLife Investment Management, LLCIts investment manager

By: /s/ J. Matthew Landreth______Name: J. Matthew LandrethTitle: Authorized Signatory and Director

Exhibit 10.2

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VOTING PARTICIPANTS (pursuant toSection 11.11(d)):

FARM CREDIT BANK OF TEXAS, as a Voting Participant

By: /s/ Eric Estey_________________________Name: Eric EsteyTitle: VP

Exhibit 10.2

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AMERICAN AGCREDIT, FLCA, as a Voting Participant

By: /s/ Janice T. Thede_____________________Name: Janice T. ThedeTitle: Vice President

Exhibit 10.2

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FARM CREDIT WEST, FLCA, as a Voting Participant

By: /s/ Pete Huffine______________________Name: Pete HuffineTitle: SVP, Chief Lending Officer

Exhibit 10.2

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AGCOUNTRY FARM CREDIT SERVICES, FLCA (f/k/a FCSCOMMERCIAL FINANCE GROUP, for AGCOUNTRY FARM CREDITSERVICES, FLCA), as a Voting Participant

By: /s/ Lisa Caswell_______________________Name: Lisa CaswellTitle: Vice President

Exhibit 10.2

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AGFIRST FARM CREDIT BANK, as a Voting Participant

By: /s/ J. Michael Mancini, Jr. ________________Name: J. Michael Mancini, Jr.Title: V.P.

Exhibit 10.2

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FARM CREDIT EAST, ACA, as a Voting Participant

By: /s/ Eric W. Pohlman_________________Name: Eric W PohlmanTitle: Vice President

Exhibit 10.2

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NORTHWEST FARM CREDIT SERVICES, FLCA, as a Voting Participant

By: /s/ Kaylee Semprimoznik________________Name: Kaylee SemprimoznikTitle: Relationship Manager/AVP

Exhibit 10.2

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COMPEER FINANCIAL, FLCA, as a Voting Participant

By: /s/ Lee Fuchs__________________________Name: Lee FuchsTitle: Director, Capital Markets

Exhibit 10.2

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FARM CREDIT MID-AMERICA, FLCA, f/k/a Farm Credit Services of Mid-America, FLCA, as a Voting Participant

By: /s/ Tabitha Hamilton_______________________Name: Tabitha HamiltonTitle: Vice President Food and Agribusiness

Exhibit 10.2

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GREENSTONE FARM CREDIT SERVICES, FLCA, as a Voting Participant

By: /s/ Shane Prichard_______________________Name: Shane PrichardTitle: Vice President Capital Markets

Exhibit 10.2

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FRESNO-MADERA FEDERAL LAND BANK ASSOCIATION, FLCA, as aVoting Participant

By: /s/ Robert Herrick______________________Name: Robert HerrickTitle: Director Capital Markets

Exhibit 10.2

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FARM CREDIT OF FLORIDA, FLCA, as a Voting Participant

By: /s/ Jennifer Dueboay___________________Name: Jennifer DueboayTitle: Capital Markets Administrator

Exhibit 10.2

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AGCREDIT PCA, ACA and FLCA, as a Voting Participant

By: /s/ Daniel E. Ebert_______________________Name: Daniel E. EbertTitle: COO

Exhibit 10.2

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FARM CREDIT OF CENTRAL FLORIDA ACA, PCA and FLCA, as a VotingParticipant

By: /s/ D. Scott Fontenot_____________________Name: D. Scott FontenotTitle: EVP/COO

Exhibit 10.2

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AGCHOICE FARM CREDIT, FLCA, as a Voting Participant

By: /s/ William Frailey______________________Name: William FraileyTitle: Vice President

Exhibit 10.2

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MIDATLANTIC FARM CREDIT, ACA as agent/ nomine for MidAtlanticFarm Credit, FLCA, as a Voting Participant

By: /s/ James F. Jones, Jr.___________________Name: James F. Jones, Jr.Title: Vice-President

Exhibit 10.2

SCHEDULE II - Loans, Commitment Amounts And Percentages

EXHIBIT E - Form of Compliance Certificate

EXHIBIT I - Form of Permitted Joint Venture Investment Certificate

EXHIBIT 31.1

PRINCIPAL EXECUTIVE OFFICER CERTIFICATIONPURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Brian M. Davis, certify that:1. I have reviewed this quarterly report on Form 10-Q of CatchMark Timber Trust, Inc. for the quarter ended June 30, 2020:

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by thisreport;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's mostrecent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonablylikely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, tothe registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which arereasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internalcontrol over financial reporting.

Date: By: /s/ BRIAN M. DAVISAugust 3, 2020 Brian M. Davis

Chief Executive Officer and President

EXHIBIT 31.2

PRINCIPAL FINANCIAL OFFICER CERTIFICATIONPURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Ursula Godoy-Arbelaez, certify that:

1. I have reviewed this quarterly report on Form 10-Q of CatchMark Timber Trust, Inc. for the quarter ended June 30, 2020;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by thisreport;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's mostrecent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonablylikely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, tothe registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which arereasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internalcontrol over financial reporting.

Date: By: /s/ URSULA GODOY-ARBELAEZAugust 3, 2020 Ursula Godoy-Arbelaez

Chief Financial Officer, Senior Vice President and Treasurer

EXHIBIT 32.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER PURSUANT TOSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(18 U.S.C. 1350) In connection with the Quarterly Report on Form 10-Q of CatchMark Timber Trust, Inc. (the “Registrant”) for the quarter ended June 30, 2020, as filedwith the Securities and Exchange Commission (the “Report”), the undersigned, Brian M. Davis, Chief Executive Officer and President of the Registrant,and Ursula Godoy-Arbelaez, Chief Financial Officer, Senior Vice President and Treasurer of the Registrant, hereby certify, pursuant to Section 906 of theSarbanes-Oxley Act of 2002 (18 U.S.C. 1350) that, to the best of our knowledge and belief:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of theRegistrant.

/s/ BRIAN M. DAVISBrian M. DavisChief Executive Officer and PresidentAugust 3, 2020

/s/ URSULA GODOY-ARBELAEZUrsula Godoy-ArbelaezChief Financial Officer, Senior Vice President and TreasurerAugust 3, 2020